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[10-Q] Onfolio Holdings Inc. Warrant Quarterly Earnings Report

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(Moderate)
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10-Q
Rhea-AI Filing Summary

Onfolio Holdings Inc. reported consolidated revenue of $5,960,152 for the six months ended June 30, 2025, up from $3,313,501 a year earlier, driven by higher website management services and digital product sales. Gross profit rose to $3,645,397 from $1,979,767 as cost of revenue increased at a lower rate than sales. Cash was $514,259 at June 30, 2025, slightly above $476,874 at year-end.

Despite revenue growth, the company recorded a net loss of $1,340,867 for the six months (net loss attributable to Onfolio $1,363,991), larger than the prior-year six-month loss of $1,106,869. Management flagged substantial doubt about the company’s ability to continue as a going concern. Total assets declined to $8,831,744 and total liabilities decreased to $4,341,465. The company raised $830,000 from Series A preferred stock sales during the period but has near-term debt maturities of $828,100 due by December 31, 2025 and ongoing preferred dividend obligations.

Onfolio Holdings Inc. ha riportato ricavi consolidati per $5,960,152 nei sei mesi chiusi al 30 giugno 2025, rispetto a $3,313,501 dell'anno precedente, trainati dall'aumento dei servizi di gestione dei siti web e delle vendite di prodotti digitali. Il margine lordo è salito a $3,645,397 da $1,979,767, poiché il costo del fatturato è cresciuto a un ritmo inferiore rispetto alle vendite. La liquidità era pari a $514,259 al 30 giugno 2025, leggermente superiore a $476,874 a fine esercizio.

Nonostante la crescita dei ricavi, la società ha registrato una perdita netta di $1,340,867 nei sei mesi (perdita netta attribuibile a Onfolio $1,363,991), superiore alla perdita di $1,106,869 dello stesso periodo dell'anno precedente. La direzione ha segnalato dubbi sostanziali sulla capacità della società di proseguire come azienda in funzionamento. Le attività totali sono diminuite a $8,831,744 e le passività totali sono scese a $4,341,465. Durante il periodo la società ha raccolto $830,000 dalla vendita di azioni privilegiate di Serie A, ma ha scadenze di debito a breve termine per $828,100 dovute entro il 31 dicembre 2025 e obblighi continuativi di dividendi su azioni privilegiate.

Onfolio Holdings Inc. informó ingresos consolidados de $5,960,152 en los seis meses terminados el 30 de junio de 2025, frente a $3,313,501 del año anterior, impulsados por un mayor volumen de servicios de gestión de sitios web y ventas de productos digitales. La utilidad bruta aumentó a $3,645,397 desde $1,979,767, ya que el costo de los ingresos creció a un ritmo inferior al de las ventas. El efectivo fue de $514,259 al 30 de junio de 2025, ligeramente por encima de $476,874 al cierre del ejercicio.

A pesar del crecimiento de los ingresos, la compañía registró una pérdida neta de $1,340,867 en los seis meses (pérdida neta atribuible a Onfolio $1,363,991), superior a la pérdida de $1,106,869 del mismo periodo del año anterior. La dirección advirtió una duda sustancial sobre la capacidad de la empresa para continuar como negocio en marcha. Los activos totales disminuyeron a $8,831,744 y los pasivos totales se redujeron a $4,341,465. Durante el periodo la compañía obtuvo $830,000 por la venta de acciones preferentes Serie A, pero tiene vencimientos de deuda a corto plazo por $828,100 antes del 31 de diciembre de 2025 y obligaciones continuas de dividendos preferentes.

Onfolio Holdings Inc.는 2025년 6월 30일 종료된 6개월 동안 연결 매출액 $5,960,152를 보고했으며, 이는 전년 동기 $3,313,501에서 증가한 수치로 웹사이트 관리 서비스 및 디지털 제품 판매 증가가 주된 요인입니다. 매출총이익은 매출원가가 매출보다 낮은 비율로 증가함에 따라 $1,979,767에서 $3,645,397로 상승했습니다. 현금은 2025년 6월 30일 기준 $514,259로 연말의 $476,874보다 다소 높았습니다.

매출 증대에도 불구하고 회사는 6개월 동안 $1,340,867의 순손실(온폴리오에 귀속되는 순손실 $1,363,991)을 기록했으며, 이는 전년 동기 $1,106,869의 손실보다 큽니다. 경영진은 회사의 계속기업으로서의 존속 능력에 대해 중대한 의문을 제기했습니다. 총자산은 $8,831,744로 감소했고 총부채는 $4,341,465로 줄었습니다. 회사는 기간 중 시리즈 A 우선주 매각으로 $830,000을 조달했으나, 2025년 12월 31일까지 만기가 도래하는 단기 부채 $828,100과 지속적인 우선주 배당 의무를 안고 있습니다.

Onfolio Holdings Inc. a déclaré des revenus consolidés de $5,960,152 pour les six mois clos le 30 juin 2025, contre $3,313,501 un an plus tôt, soutenus par une hausse des services de gestion de sites web et des ventes de produits numériques. Le bénéfice brut est passé à $3,645,397 contre $1,979,767, les coûts des revenus augmentant moins vite que les ventes. La trésorerie s'élevait à $514,259 au 30 juin 2025, légèrement au‑dessus de $476,874 à la clôture de l'exercice.

Malgré la croissance du chiffre d'affaires, la société a enregistré une perte nette de $1,340,867 pour les six mois (perte nette attribuable à Onfolio $1,363,991), supérieure à la perte de $1,106,869 de la même période l'an précédent. La direction a fait état d'un doute important quant à la capacité de l'entreprise à poursuivre son activité. L'actif total a diminué à $8,831,744 et le passif total à $4,341,465. La société a levé $830,000 grâce à la vente d'actions privilégiées de série A au cours de la période, mais doit faire face à des échéances de dette à court terme de $828,100 dues d'ici le 31 décembre 2025 et à des obligations continues de dividendes privilégiés.

Onfolio Holdings Inc. meldete für die sechs Monate zum 30. Juni 2025 konsolidierte Umsatzerlöse von $5,960,152, gegenüber $3,313,501 im Vorjahr, getragen von höheren Website-Management-Dienstleistungen und dem Verkauf digitaler Produkte. Der Bruttogewinn stieg auf $3,645,397 von $1,979,767, da die Umsatzkosten langsamer zunahmen als die Umsätze. Liquide Mittel beliefen sich zum 30. Juni 2025 auf $514,259, leicht über $476,874 zum Jahresende.

Trotz des Umsatzwachstums verzeichnete das Unternehmen für die sechs Monate einen Nettoverlust von $1,340,867 (auf Onfolio entfallender Nettoverlust $1,363,991), der größer ist als der Nettoverlust von $1,106,869 im Vorjahreszeitraum. Das Management äußerte wesentliche Zweifel an der Fortführungsfähigkeit des Unternehmens. Die Gesamtaktiva sanken auf $8,831,744 und die Gesamtverbindlichkeiten verringerten sich auf $4,341,465. Das Unternehmen erzielte im Berichtszeitraum $830,000 aus dem Verkauf von Vorzugsaktien der Serie A, hat jedoch kurzfristige Schuldenfälligkeiten in Höhe von $828,100, die bis zum 31. Dezember 2025 fällig sind, sowie fortlaufende Verpflichtungen zu Vorzugsdividenden.

Positive
  • None.
Negative
  • None.

Insights

TL;DR: Revenue and gross profit materially improved, but operating losses and going-concern risk offset near-term improvements.

The company delivered strong top-line growth: six-month revenue increased to $5.96M from $3.31M, and gross profit rose to $3.65M. Segment reporting shows positive operating contribution from both B2B and B2C segments before corporate expenses. However, corporate-level selling, general and administrative and professional fees produced a consolidated operating loss of $1.29M for the six months. Cash flow from operations improved but remains negative ($575,164 used). Material near-term obligations include $828,100 of principal due in 2025 and cumulative preferred dividends and unpaid dividends of $98,800. Impact rating: 0 (neutral/mixed).

TL;DR: Substantial related-party activity, significant preferred-stock financing and a going-concern note raise governance and liquidity concerns.

Related-party financings and management-supplied investments are prominent (OA SPV advances, related-party notes used in acquisitions). The Company acknowledged substantial doubt about going concern and has no formal plan, citing potential equity or debt raises or related-party advances. Preferred stock terms (12% cumulative dividends) and accrued unpaid dividends increase recurring cash pressure. The balance sheet shows reduced contingent consideration but meaningful notes payable and a concentrated near-term debt maturity profile. Impact rating: -1 (negative).

Onfolio Holdings Inc. ha riportato ricavi consolidati per $5,960,152 nei sei mesi chiusi al 30 giugno 2025, rispetto a $3,313,501 dell'anno precedente, trainati dall'aumento dei servizi di gestione dei siti web e delle vendite di prodotti digitali. Il margine lordo è salito a $3,645,397 da $1,979,767, poiché il costo del fatturato è cresciuto a un ritmo inferiore rispetto alle vendite. La liquidità era pari a $514,259 al 30 giugno 2025, leggermente superiore a $476,874 a fine esercizio.

Nonostante la crescita dei ricavi, la società ha registrato una perdita netta di $1,340,867 nei sei mesi (perdita netta attribuibile a Onfolio $1,363,991), superiore alla perdita di $1,106,869 dello stesso periodo dell'anno precedente. La direzione ha segnalato dubbi sostanziali sulla capacità della società di proseguire come azienda in funzionamento. Le attività totali sono diminuite a $8,831,744 e le passività totali sono scese a $4,341,465. Durante il periodo la società ha raccolto $830,000 dalla vendita di azioni privilegiate di Serie A, ma ha scadenze di debito a breve termine per $828,100 dovute entro il 31 dicembre 2025 e obblighi continuativi di dividendi su azioni privilegiate.

Onfolio Holdings Inc. informó ingresos consolidados de $5,960,152 en los seis meses terminados el 30 de junio de 2025, frente a $3,313,501 del año anterior, impulsados por un mayor volumen de servicios de gestión de sitios web y ventas de productos digitales. La utilidad bruta aumentó a $3,645,397 desde $1,979,767, ya que el costo de los ingresos creció a un ritmo inferior al de las ventas. El efectivo fue de $514,259 al 30 de junio de 2025, ligeramente por encima de $476,874 al cierre del ejercicio.

A pesar del crecimiento de los ingresos, la compañía registró una pérdida neta de $1,340,867 en los seis meses (pérdida neta atribuible a Onfolio $1,363,991), superior a la pérdida de $1,106,869 del mismo periodo del año anterior. La dirección advirtió una duda sustancial sobre la capacidad de la empresa para continuar como negocio en marcha. Los activos totales disminuyeron a $8,831,744 y los pasivos totales se redujeron a $4,341,465. Durante el periodo la compañía obtuvo $830,000 por la venta de acciones preferentes Serie A, pero tiene vencimientos de deuda a corto plazo por $828,100 antes del 31 de diciembre de 2025 y obligaciones continuas de dividendos preferentes.

Onfolio Holdings Inc.는 2025년 6월 30일 종료된 6개월 동안 연결 매출액 $5,960,152를 보고했으며, 이는 전년 동기 $3,313,501에서 증가한 수치로 웹사이트 관리 서비스 및 디지털 제품 판매 증가가 주된 요인입니다. 매출총이익은 매출원가가 매출보다 낮은 비율로 증가함에 따라 $1,979,767에서 $3,645,397로 상승했습니다. 현금은 2025년 6월 30일 기준 $514,259로 연말의 $476,874보다 다소 높았습니다.

매출 증대에도 불구하고 회사는 6개월 동안 $1,340,867의 순손실(온폴리오에 귀속되는 순손실 $1,363,991)을 기록했으며, 이는 전년 동기 $1,106,869의 손실보다 큽니다. 경영진은 회사의 계속기업으로서의 존속 능력에 대해 중대한 의문을 제기했습니다. 총자산은 $8,831,744로 감소했고 총부채는 $4,341,465로 줄었습니다. 회사는 기간 중 시리즈 A 우선주 매각으로 $830,000을 조달했으나, 2025년 12월 31일까지 만기가 도래하는 단기 부채 $828,100과 지속적인 우선주 배당 의무를 안고 있습니다.

Onfolio Holdings Inc. a déclaré des revenus consolidés de $5,960,152 pour les six mois clos le 30 juin 2025, contre $3,313,501 un an plus tôt, soutenus par une hausse des services de gestion de sites web et des ventes de produits numériques. Le bénéfice brut est passé à $3,645,397 contre $1,979,767, les coûts des revenus augmentant moins vite que les ventes. La trésorerie s'élevait à $514,259 au 30 juin 2025, légèrement au‑dessus de $476,874 à la clôture de l'exercice.

Malgré la croissance du chiffre d'affaires, la société a enregistré une perte nette de $1,340,867 pour les six mois (perte nette attribuable à Onfolio $1,363,991), supérieure à la perte de $1,106,869 de la même période l'an précédent. La direction a fait état d'un doute important quant à la capacité de l'entreprise à poursuivre son activité. L'actif total a diminué à $8,831,744 et le passif total à $4,341,465. La société a levé $830,000 grâce à la vente d'actions privilégiées de série A au cours de la période, mais doit faire face à des échéances de dette à court terme de $828,100 dues d'ici le 31 décembre 2025 et à des obligations continues de dividendes privilégiés.

Onfolio Holdings Inc. meldete für die sechs Monate zum 30. Juni 2025 konsolidierte Umsatzerlöse von $5,960,152, gegenüber $3,313,501 im Vorjahr, getragen von höheren Website-Management-Dienstleistungen und dem Verkauf digitaler Produkte. Der Bruttogewinn stieg auf $3,645,397 von $1,979,767, da die Umsatzkosten langsamer zunahmen als die Umsätze. Liquide Mittel beliefen sich zum 30. Juni 2025 auf $514,259, leicht über $476,874 zum Jahresende.

Trotz des Umsatzwachstums verzeichnete das Unternehmen für die sechs Monate einen Nettoverlust von $1,340,867 (auf Onfolio entfallender Nettoverlust $1,363,991), der größer ist als der Nettoverlust von $1,106,869 im Vorjahreszeitraum. Das Management äußerte wesentliche Zweifel an der Fortführungsfähigkeit des Unternehmens. Die Gesamtaktiva sanken auf $8,831,744 und die Gesamtverbindlichkeiten verringerten sich auf $4,341,465. Das Unternehmen erzielte im Berichtszeitraum $830,000 aus dem Verkauf von Vorzugsaktien der Serie A, hat jedoch kurzfristige Schuldenfälligkeiten in Höhe von $828,100, die bis zum 31. Dezember 2025 fällig sind, sowie fortlaufende Verpflichtungen zu Vorzugsdividenden.

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

 

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2025

 

OR

 

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _________to ___________

 

Commission File Number: 001-41466

 

ONFOLIO HOLDINGS INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

37-1978697

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

1007 North Orange Street, 4th Floor,

Wilmington, Delaware

 

19801

(Address of principal executive offices)

 

(Zip Code)

 

(682) 990-6920

(Registrant’s telephone number, including area code)

 

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

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common stock, $0.001 par value

 

ONFO

 

Nasdaq Capital Market

Warrants To Purchase Common Stock

 

ONFOW

 

Nasdaq Capital Market

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒     No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

 

 

Emerging growth company

☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐     No ☒

 

Number of common stock outstanding as of August 14, 2025 was 5,127,396.

 

 

 

 

 

 

 

Page No.

 

PART I. FINANCIAL INFORMATION

 

 

 

 

 

 

 

Item 1.

Financial Statements (Unaudited)

 

4

 

 

 

 

 

 

 

Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024

 

4

 

 

 

 

 

 

 

Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months ended June 30, 2025 and 2024

 

5

 

 

 

 

 

 

 

Consolidated Statements of Stockholders’ Equity for the Three and Six Months ended June 30, 2025 and 2024

 

6

 

 

 

 

 

 

 

Consolidated Statements of Cash Flows for the Six Months ended June 30, 2025 and 2024

 

7

 

 

 

 

 

 

 

Notes to the Consolidated Financial Statements

 

8

 

 

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

29

 

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

38

 

 

 

 

 

 

Item 4.

Controls and Procedures

 

38

 

 

 

 

 

 

PART II. OTHER INFORMATION

 

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

40

 

 

 

 

 

 

Item 1A.

Risk Factors

 

40

 

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

41

 

 

 

 

 

 

Item 3.

Defaults Upon Senior Securities

 

42

 

 

 

 

 

 

Item 4.

Mine Safety Disclosures

 

42

 

 

 

 

 

 

Item 5.

Other Information

 

42

 

 

 

 

 

 

Item 6.

Exhibits

 

42

 

 

 

 

 

 

Signatures

 

43

 

 
2

Table of Contents

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This report on Form 10-Q contains forward-looking statements. Forward-looking statements involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “we believe,” “we intend,” “may,” “should,” “will,” “could” and similar expressions denoting uncertainty or an action that may, will or is expected to occur in the future. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements. You should not place undue reliance on these forward-looking statements.

 

Examples of forward-looking statements include, but are not limited to:

 

 

●

the anticipated timing of the development of future products or services;

 

●

projections of costs, revenue, earnings, capital structure and other financial items;

 

●

statements of our plans and objectives;

 

●

statements regarding the capabilities of our business operations;

 

●

statements of expected future economic performance;

 

●

statements regarding competition in our market; and

 

●

assumptions underlying statements regarding us or our business.

 

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

 

 

●

 

our ability to manage our current and projected financial position and estimated cash burn rate, including our estimates regarding expenses, future revenues and capital requirements, and ultimately our ability to continue as a going concern;

 

●

 

our ability to raise additional capital or additional funding to further develop and expand our business to meet our long-term business objectives. We have limited revenues and we cannot predict when or if we will achieve significant revenues and sustained profitability;

 

●

our ability to achieve significant revenues and sustained profitability;

 

●

impairment of goodwill and long-lived assets;

 

●

changes in customer demand;

 

●

our ability to develop our brands cost-effectively, to attract new customers and retain customers on a cost-effective basis;

 

●

our ability to compete in the markets in which our websites participate;

 

●

our ability to make strategic actions, including acquisitions and dispositions and our success in integrating acquired businesses;

 

●

our ability to continue to successfully manage our websites on a combined basis;

 

●

security breaches, cybersecurity attacks and other significant disruptions in our information technology systems;

 

●

developments and changes in laws and regulations, including increased regulation of our industry through legislative action and revised rules and standards;

 

●

our market position and market conditions, including the effects of government policies, tariffs and trade barriers;

 

●

the occurrence of hostilities, political instability or catastrophic events and wars;

 

●

natural events such as severe weather, fires, floods and earthquakes, or man-made or other disruptions of our operating systems, structures or equipment;

 

●

risks related to, and the costs associated with, environmental, social and governance (ESG) matters, including the scope and pace of related rulemaking activity;

 

●

other risks to which our Company is subject; and

 

●

other factors beyond the Company’s control.

 

The ultimate correctness of these forward-looking statements depends upon a number of known and unknown risks and events. We discuss our known material risks under Part I Item 1.A “Risk Factors” contained in our Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and Part II, Item 1.A “Risk Factors” in this report on Form 10-Q. Many factors could cause our actual results to differ materially from the forward-looking statements. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

 

The forward-looking statements speak only as of the date on which they are made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

 

 
3

Table of Contents

 

ITEM 1. FINANCIAL STATEMENTS. 

 

Onfolio Holdings Inc.

Consolidated Balance Sheets

 

 

 

June 30,

 

 

December 31,

 

 

 

2025

 

 

2024

 

Assets

 

 (Unaudited)

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash

 

$514,259

 

 

$476,874

 

Accounts receivable, net

 

 

538,420

 

 

 

755,804

 

Inventory

 

 

29,540

 

 

 

65,876

 

Prepaids and other current assets

 

 

196,437

 

 

 

138,007

 

Total Current Assets

 

 

1,278,656

 

 

 

1,436,561

 

 

 

 

 

 

 

 

 

 

Intangible assets, net

 

 

2,720,986

 

 

 

3,323,211

 

Goodwill

 

 

4,203,145

 

 

 

4,210,557

 

Fixed Assets, net

 

 

4,279

 

 

 

5,135

 

Due from related party

 

 

130,804

 

 

 

126,530

 

Investment in unconsolidated joint ventures, cost method

 

 

213,007

 

 

 

213,007

 

Investment in unconsolidated joint ventures, equity method

 

 

268,998

 

 

 

268,231

 

Other assets

 

 

11,869

 

 

 

9,465

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$8,831,744

 

 

$9,592,697

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

Accounts payable and other current liabilities

 

$965,797

 

 

$969,068

 

Dividends payable

 

 

98,800

 

 

 

100,797

 

Notes payable, current

 

 

462,810

 

 

 

312,634

 

Notes payable – related parties, current

 

 

425,965

 

 

 

790,000

 

Contingent consideration

 

 

267,034

 

 

 

981,591

 

Deferred revenue

 

 

339,730

 

 

 

589,913

 

Total Current Liabilities

 

 

2,560,136

 

 

 

3,744,003

 

 

 

 

 

 

 

 

 

 

Notes payable

 

 

732,329

 

 

 

450,000

 

Notes payable - related parties

 

 

1,049,000

 

 

 

1,049,000

 

Total Liabilities

 

 

4,341,465

 

 

 

5,243,003

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies (Note 13)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity:

 

 

 

 

 

 

 

 

Preferred stock, $0.001 per value, 5,000,000 shares authorized

 

 

 

 

 

 

 

 

Series A Preferred stock, $0.001 par value, 1,000,000 shares authorized, 170,460 and 134,460 issued and outstanding at June 30, 2025 and December 31, 2024, respectively

 

 

170

 

 

 

134

 

Common stock, $0.001 par value, 50,000,000 shares authorized, 5,127,395 issued and outstanding at June 30, 2025 and December 31, 2024

 

 

5,128

 

 

 

5,128

 

Additional paid-in capital

 

 

23,615,658

 

 

 

22,316,751

 

Accumulated other comprehensive income

 

 

88,145

 

 

 

68,105

 

Accumulated deficit

 

 

(20,642,129)

 

 

(19,078,287)

Total Onfolio Inc. stockholders’ equity

 

 

3,066,972

 

 

 

3,311,831

 

Non-Controlling Interests

 

 

1,423,307

 

 

 

1,037,863

 

Total Stockholders' Equity

 

 

4,490,279

 

 

 

4,349,694

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Equity

 

$8,831,744

 

 

$9,592,697

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements

 

 
4

Table of Contents

 

Onfolio Holdings Inc.

Consolidated Statements of Operations

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

June 30,

 

 

For the Six Months Ended

June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue, services

 

$2,062,603

 

 

$993,166

 

 

$3,859,198

 

 

$1,716,717

 

Revenue, product sales

 

 

1,085,606

 

 

 

733,433

 

 

 

2,100,954

 

 

 

1,596,784

 

Total Revenue

 

 

3,148,209

 

 

 

1,726,599

 

 

 

5,960,152

 

 

 

3,313,501

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue, services

 

 

1,074,065

 

 

 

557,518

 

 

 

2,086,349

 

 

 

924,224

 

Cost of revenue, product sales

 

 

135,867

 

 

 

193,650

 

 

 

228,406

 

 

 

409,510

 

Total cost of revenue

 

 

1,209,932

 

 

 

751,168

 

 

 

2,314,755

 

 

 

1,333,734

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

1,938,277

 

 

 

975,431

 

 

 

3,645,397

 

 

 

1,979,767

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

2,066,796

 

 

 

1,351,655

 

 

 

4,288,142

 

 

 

2,536,839

 

Professional fees

 

 

345,741

 

 

 

221,255

 

 

 

583,646

 

 

 

401,445

 

Acquisition costs

 

 

32,263

 

 

 

8,946

 

 

 

65,673

 

 

 

103,287

 

Total operating expenses

 

 

2,444,800

 

 

 

1,581,856

 

 

 

4,937,461

 

 

 

3,041,571

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(506,523 )

 

 

(606,425 )

 

 

(1,292,064 )

 

 

(1,061,804 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity method income (loss)

 

 

(142 )

 

 

(1,063 )

 

 

767

 

 

 

(6,217 )

Dividend income

 

 

7,671

 

 

 

-

 

 

 

9,921

 

 

 

-

 

Interest income (expense), net

 

 

(72,602 )

 

 

(22,718 )

 

 

(173,322 )

 

 

(40,438 )

Change in fair value of contingent consideration

 

 

16,539

 

 

 

-

 

 

 

70,712

 

 

 

-

 

Other income

 

 

20,746

 

 

 

1,163

 

 

 

25,729

 

 

 

1,590

 

Total other income

 

 

(27,788 )

 

 

(22,618 )

 

 

(66,193 )

 

 

(45,065 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

 

(534,311 )

 

 

(629,043 )

 

 

(1,358,257 )

 

 

(1,106,869 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax (provision) benefit

 

 

(128 )

 

 

-

 

 

 

17,390

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

(534,439 )

 

 

(629,043 )

 

 

(1,340,867 )

 

 

(1,106,869 )

Net loss attributable to noncontrolling interest

 

 

(35,165 )

 

 

1,254

 

 

 

(23,124 )

 

 

1,918

 

Net loss attributable to Onfolio Holdings Inc.

 

 

(569,604 )

 

 

(627,789 )

 

 

(1,363,991 )

 

 

(1,104,951 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Dividends

 

 

(95,930 )

 

 

(84,468 )

 

 

(199,851 )

 

 

(166,113 )

Net loss to common shareholders

 

$(665,534 )

 

$(712,257 )

 

$(1,563,842 )

 

$(1,271,064 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per common shareholder

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$(0.13 )

 

$(0.14 )

 

$(0.30 )

 

$(0.25 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

5,127,395

 

 

 

5,109,373

 

 

 

5,127,395

 

 

 

5,108,384

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements

 

 
5

Table of Contents

 

Onfolio Holdings Inc.

Consolidated Statements of Stockholders' Equity

For the Three and Six Months Ended June 30, 2025 and 2024

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock,

$0.001

Par value

 

 

Common Stock,

$0.001

Par Value

 

 

Additional

Paid-In

 

 

Accumulated

 

 

Accumulated Other

Comprehensive

 

 

Non

controlling

 

 

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

 Income

 

 

Interest

 

 

Equity 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2024

 

 

134,460

 

 

$134

 

 

 

5,127,395

 

 

$5,128

 

 

$22,316,751

 

 

$(19,078,287)

 

$68,105

 

 

$1,037,863

 

 

$4,349,694

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sale of preferred stock for cash

 

 

28,000

 

 

 

28

 

 

 

-

 

 

 

-

 

 

 

699,972

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

700,000

 

Preferred stock and common stock options issued for payment of contingent consideration

 

 

2,800

 

 

 

3

 

 

 

-

 

 

 

-

 

 

 

169,997

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

170,000

 

Stock-based compensation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

272,930

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

272,930

 

Non-controlling interest investment for payment of note payable

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

400,000

 

 

 

400,000

 

Preferred dividends

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(103,921)

 

 

-

 

 

 

-

 

 

 

(103,921)

Foreign currency translation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

29,047

 

 

 

-

 

 

 

29,047

 

Distributions to non-controlling interest

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(17,820)

 

 

(17,820)

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(794,387)

 

 

-

 

 

 

(12,041)

 

 

(806,428)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2025

 

 

165,260

 

 

$165

 

 

 

5,127,395

 

 

$5,128

 

 

$23,459,650

 

 

$(19,976,595)

 

$97,152

 

 

$1,408,002

 

 

$4,993,502

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sale of preferred stock for cash

 

 

5,200

 

 

 

5

 

 

 

-

 

 

 

-

 

 

 

129,995

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

130,000

 

Stock-based compensation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

26,013

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

26,013

 

Preferred dividends

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(95,930)

 

 

-

 

 

 

-

 

 

 

(95,930)

Foreign currency translation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(9,007)

 

 

-

 

 

 

(9,007)

Distributions to non-controlling interest

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(19,860)

 

 

(19,860)

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(569,604)

 

 

-

 

 

 

35,165

 

 

 

(534,439)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2025

 

 

170,460

 

 

$170

 

 

 

5,127,395

 

 

$5,128

 

 

$23,615,658

 

 

$(20,642,129)

 

$88,145

 

 

$1,423,307

 

 

$4,490,279

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2023

 

 

92,260

 

 

$93

 

 

 

5,107,395

 

 

$5,108

 

 

$21,107,311

 

 

$(16,957,854)

 

$182,465

 

 

$-

 

 

$4,337,123

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition of Business

 

 

17,000

 

 

 

17

 

 

 

-

 

 

 

-

 

 

 

484,983

 

 

 

-

 

 

 

-

 

 

 

126,000

 

 

 

611,000

 

Sale of preferred stock for cash

 

 

400

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

10,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

10,000

 

Stock-based compensation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

17,887

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

17,887

 

Preferred dividends

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(81,645)

 

 

-

 

 

 

-

 

 

 

(81,645)

Foreign currency translation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(39,134)

 

 

-

 

 

 

(39,134)

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(477,162)

 

 

-

 

 

 

(664)

 

 

(477,826)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2024

 

 

109,660

 

 

$110

 

 

 

5,107,395

 

 

$5,108

 

 

$21,620,181

 

 

$(17,516,661)

 

$143,331

 

 

$125,336

 

 

$4,377,405

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition of Business

 

 

8,000

 

 

 

8

 

 

 

-

 

 

 

-

 

 

 

199,992

 

 

 

-

 

 

 

-

 

 

 

200,000

 

 

 

400,000

 

Stock-based compensation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

27,510

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

27,510

 

Common stock issued for exercise of options

 

 

-

 

 

 

-

 

 

 

20,000

 

 

 

20

 

 

 

(20)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Preferred dividends

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(84,468)

 

 

-

 

 

 

-

 

 

 

(84,468)

Foreign currency translation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

15,778

 

 

 

-

 

 

 

15,778

 

Distribution to non-controlling interest

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(3,600)

 

 

(3,600)

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(627,789)

 

 

-

 

 

 

(1,254)

 

 

(629,043)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2024

 

 

117,660

 

 

$118

 

 

 

5,127,395

 

 

$5,128

 

 

$21,847,663

 

 

$(18,228,918)

 

$159,109

 

 

$320,482

 

 

$4,103,582

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements

 

 
6

Table of Contents

 

Onfolio Holdings Inc.

Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2025 and 2024

(Unaudited)

 

 

 

 

 

 

 

 

2025

 

 

2024

 

Cash Flows from Operating Activities

 

 

 

 

 

 

Net loss

 

$(1,340,867)

 

$(1,106,869)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Stock-based compensation expense

 

 

298,943

 

 

 

45,397

 

Equity method (income)/loss

 

 

(767)

 

 

6,217

 

Amortization of intangible assets

 

 

602,225

 

 

 

250,437

 

Depreciation expense

 

 

856

 

 

 

-

 

Change in fair value of contingent consideration

 

 

(70,712)

 

 

-

 

Net change in:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

217,384

 

 

 

(174,807)

Inventory

 

 

36,336

 

 

 

8,051

 

Prepaids and other current assets

 

 

(60,834)

 

 

(53,532)

Accounts payable and other current liabilities

 

 

(3,271)

 

 

209,661

 

Due to joint ventures

 

 

(4,274)

 

 

29,653

 

Deferred revenue

 

 

(250,183)

 

 

22,045

 

Net cash used in operating activities

 

 

(575,164)

 

 

(763,747)

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

 

Cash paid for cost method investments

 

 

-

 

 

 

(49,000)

Cash paid to acquire businesses

 

 

-

 

 

 

(255,000)

 

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

 

-

 

 

 

(304,000)

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

 

Proceeds from sale of Series A preferred stock

 

 

830,000

 

 

 

10,000

 

Payments of preferred dividends

 

 

(201,848)

 

 

(151,035)

Distributions to non-controlling interest holders

 

 

(37,680)

 

 

(3,600)

Proceeds from notes payable

 

 

358,800

 

 

 

417,900

 

Payments on note payables

 

 

(266,295)

 

 

(56,516)

Proceeds from notes payable – related parties

 

 

35,965

 

 

 

200,000

 

Payments on note payables – related parties

 

 

-

 

 

 

(1,000)

Payments on contingent consideration

 

 

(133,845)

 

 

-

 

Net cash provided by financing activities

 

 

585,097

 

 

 

415,749

 

 

 

 

 

 

 

 

 

 

Effect of foreign currency translation

 

 

27,452

 

 

 

(20,238)

 

 

 

 

 

 

 

 

 

Net Change in Cash

 

 

37,385

 

 

 

(672,236)

Cash, Beginning of Period

 

 

476,874

 

 

 

982,261

 

 

 

 

 

 

 

 

 

 

Cash, End of Period

 

$514,259

 

 

$310,025

 

 

 

 

 

 

 

 

 

 

Cash Paid For:

 

 

 

 

 

 

 

 

Income Taxes

 

$-

 

 

$-

 

Interest

 

$122,733

 

 

$41,700

 

 

 

 

 

 

 

 

 

 

Supplemental Non-cash Disclosures

 

 

 

 

 

 

 

 

Preferred dividends accrued

 

$199,851

 

 

$166,113

 

Promissory notes issued for acquisitions

 

$-

 

 

$640,000

 

Preferred stock issued for acquisitions

 

$-

 

 

$625,000

 

Common stock issued for acquisition

 

$-

 

 

$60,000

 

Non-controlling interest issued for acquisition

 

$-

 

 

$126,000

 

Contingent consideration issued for acquisition

 

$-

 

 

$1,869,000

 

Settlement of contingent consideration for note payable, preferred stock and stock options

 

$510,000

 

 

$-

 

Non-controlling interest issued for settlement of note payable

 

$400,000

 

 

$-

 

Common stock issued for exercise of stock options

 

$-

 

 

$20

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements

 

 
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ONFOLIO HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(UNAUDITED)

 

NOTE 1 – NATURE OF BUSINESS AND ORGANIZATION

 

Onfolio Holdings Inc. (“Company”) was incorporated on July 20, 2020 under the laws of Delaware to acquire and develop high-growth and profitable internet businesses. The Company primarily earns revenue through website management, advertising, and content placement on its online businesses, and product sales on certain sites. The Company owns multiple online businesses and manages online businesses on behalf of certain unconsolidated entities in which it holds equity interests. As described in “Note 4 –Segments Information”, we operate in two business segments: Business to Business (“B2B”) and Business to Consumer (“B2C”).

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation and Consolidation

 

The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). The Company’s fiscal year end is December 31. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on April 16, 2025 (the “Annual Report”). As previously disclosed in the Annual Report for the year ended December 31, 2024, the Company identified certain errors in its previously issued unaudited consolidated financial statements.  The Company assessed the materiality of the errors on all prior period financial statements and concluded they were not material to any prior annual or interim periods.  The Company corrected these errors by revising its unaudited interim financial information for the three and six months ended June 30, 2024 to correct for the impact of such errors.  Refer to Note 1 of the Company’s Annual Report for additional discussion of the errors and related error corrections on the unaudited quarterly financial statements. The interim results for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

 

The consolidated financial statements of the Company include the accounts of its wholly owned subsidiaries and other controlled entities. The Company’s wholly-owned subsidiaries are Onfolio LLC, Vital Reaction, LLC, Mighty Deals LLC, Onfolio Assets, LLC, Onfolio Management, LLC, WP Folio, LLC, Proofread Anywhere, LLC, Contentellect, LLC, SEO Butler Limited, Pace Generative LLC, and DealPipe, LLC. The Company also maintains majority ownership in DDS Rank, LLC, RevenueZen, LLC, and Eastern Standard, LLC which are owned 66%, 88%, and 53% respectively, by the Company as of June 30, 2025. All intercompany transactions and balances have been eliminated in consolidation. 

 

Foreign Currency Translation

 

The Company, and the majority of its subsidiaries, maintain their accounting records in U.S. Dollars. The Company’s operating subsidiary, SEO Butler, is located in the United Kingdom and maintains its accounting records in British Pounds, which is its functional currency. Assets and liabilities of the subsidiary are translated into U.S. dollars at exchange rates at the balance sheet date, equity accounts are translated at historical exchange rate and revenues and expenses are translated by using the average exchange rates for the period. Translation adjustments are reported as a separate component of other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss. Foreign currency denominated transactions are translated at exchange rates approximating those in effect at the transaction dates.

 

 
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Investment in Unconsolidated Entities – Equity and Cost Method Investments

 

We account for our interests in entities in which we are able to exercise significant influence over operating and financial policies, generally 50% or less ownership interest, under the equity method of accounting. In such cases, our original investments are recorded at cost and adjusted for our share of earnings, losses and distributions. We account for our interests in entities where we have virtually no influence over operating and financial policies under the cost method of accounting. In such cases, our original investments are recorded at the cost to acquire the interest and any distributions received are recorded as income. Our investments in Onfolio JV I, LLC (“JV I”), Onfolio JV II, LLC (“JV II”) and Onfolio JV III, LLC (“JV III”) are accounted for under the cost method. All investments are subject to our impairment review policy. The Company recognized the value of its investments in these joint ventures at carryover basis based on the amount paid by the CEO to the joint venture for Onfolio JV 1 LLC, and agreed to pay the joint venture the contribution for Onfolio JV II LLC and Onfolio JV III LLC at the carryover basis for the amount the interest was acquired for by the CEO.

 

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. The initial value of an investment in an unconsolidated affiliate accounted for under the equity method is recorded at the fair value of the consideration paid.

 

Variable Interest Entities

 

Variable interest entities (“VIEs”) are consolidated when the investor is the primary beneficiary. A primary beneficiary is the variable interest holder in a VIE with both the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and the obligation to absorb losses, or the right to receive benefits that could potentially be significant to the VIE. Management concluded that the joint ventures do not qualify as variable interest entities under the requirements of ASC 810, as the joint ventures 1) have sufficient equity to finance its activities; 2) have equity owners that as a group have the characteristics of a controlling financial interest in the business, through the ability to vote on a majority basis to change the managing member of the respective joint ventures, and 3) are structured with substantive voting rights. The Company accounts for its investments in the joint ventures under either the cost or equity method based on the equity ownership in each entity.

 

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.

 

The Company, through its subsidiary RevenueZen, LLC, is the manager of CliAcquire, LLC (“CliAcquire”). The Company holds a 5% members interest in CliAcquire and will receive profit distributions based on its membership interest. The Company can be removed as manager of CliAcquire through a supermajority vote of the members. The Company determined that the investment in CliAcquire will be accounted for as a cost method investment.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. The Company uses significant judgements when making estimates related to the assessment of control over variable interest entities, valuation of deferred tax assets and impairment of long lived assets. Actual results could differ from those estimates.

 

 
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Table of Contents

 

Cash and Cash Equivalent

 

Cash and cash equivalents include cash on hand, demand deposits with banks and liquid investments with an original maturity of three months or less.

 

Inventories

 

Inventories are stated at the lower of actual cost or net realizable value. Cost is determined by using the first-in, first-out (FIFO) method.

 

Goodwill and Other Intangibles

 

The Company accounts for goodwill in a purchase business combination as the excess of the cost over the estimated fair value of net assets acquired. Business combinations can also result in the recognition of other intangible assets. Amortization of intangible assets, if applicable, occurs over their estimated useful lives. Goodwill, which is not amortized, is tested for impairment on an annual basis (or an interim basis if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value). When testing goodwill for impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of a reporting unit is less than its carrying amount. If the Company elects to perform a qualitative assessment and determines that an impairment is more likely than not, then performance of the quantitative impairment test is required. The quantitative assessment is performed to estimate the fair value of a reporting unit. To determine the reasonableness of the estimated fair values, the Company reviews the assumptions to determine that neither the income approach nor the market approach provides significantly different valuations. If the estimated fair value exceeds the carrying value, no further work is required and no impairment loss is recognized. If the carrying value exceeds the estimated fair value, a non-cash impairment loss is recognized in the amount of that excess.

 

When performing the quantitative assessment, key assumptions used in the income approach are updated when the analysis is performed for each reporting unit. The assumptions that have the most significant effect on the fair value calculations are the projected revenue growth rates, future operating margins, discount rates, and terminal values. While the Company uses reasonable and timely information to prepare its discounted cash flow analysis, actual future cash flows or market conditions could differ significantly and could result in future impairment charges related to recorded goodwill balances.

 

Recently acquired reporting units generally represent a higher inherent risk of impairment, which typically decreases as the businesses are integrated into the enterprise. Negative industry or economic trends, disruptions to its business, actual results significantly below expected results, unexpected significant changes or planned changes in the use of the assets, divestitures, and market capitalization declines may have a negative effect on the fair value of the Company's reporting units.

 

Indefinite lived intangible assets are not amortized, but are separately tested for impairment during the fourth quarter of the fiscal year or on an interim basis if an event occurs that indicates the fair value is more likely than not below the carrying value. The Company first qualitatively assesses whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of an indefinite-lived trade name is less than its carrying amount. If necessary, the Company conducts a quantitative assessment using the relief-from-royalty method. This methodology assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to exploit the related benefits of these assets. To the extent the Company determines a fair value, the inputs used represent a Level 3 fair value measurement in the FASB fair value hierarchy given that the inputs are unobservable. The assumptions that have the most significant effect on the fair value calculations are the royalty rates, projected revenue growth rates, discount rates, and terminal values. The royalty rate is determined based on the profitability of the trade name to which it relates and observed market royalty rates. Revenue growth rates are determined after considering current and future economic conditions, recent sales trends, or other variables.

 

The assessment of fair value for impairment purposes requires significant judgments to be made by management. Although forecasts are based on assumptions that are considered reasonable by management and consistent with the plans and estimates management uses to operate the underlying businesses, there is significant judgment in estimating future operating results. Changes in estimates or the application of alternative assumptions could produce significantly different results.

 

 
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Table of Contents

 

The Company evaluates whether there has been an impairment of identifiable intangible assets with definite useful economic lives, or of the remaining life of such assets, when certain indicators of impairment are present. In the event that facts and circumstances indicate that the cost or remaining period of amortization of any asset may be impaired, an evaluation of recoverability would be performed. If an evaluation is required, the estimated future gross, undiscounted cash flows associated with the asset would be compared to the asset’s carrying amount to determine if a write-down to fair value or a revision in the remaining amortization period is required.

 

Long-lived Assets

 

The Company amortizes acquired definite-lived intangible assets over their estimated useful lives. Other indefinite-lived intangible assets are not amortized but subject to annual impairment tests. In accordance with ASC 360 “Property Plant and Equipment,” the Company reviews the carrying value of intangibles subject to amortization and long-lived assets for impairment throughout the year or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

 

Recoverability of long-lived assets is measured by comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value.

 

Revenue Recognition

 

The Company follows the guidance of the FASB ASC 606, Revenue from Contracts with Customers to all contracts using the modified retrospective method.

 

Revenue is recognized based on the following five step model:

 

-

Identification of the contract with a customer

-

Identification of the performance obligations in the contract

-

Determination of the transaction price

-

Allocation of the transaction price to the performance obligations in the contract

-

Recognition of revenue when, or as, the Company satisfies a performance obligation

 

The Company primarily earns revenue through website management, digital services, advertising and content placement on its online businesses, product sales, and digital product sales. Management services revenue is earned and recognized on a monthly basis as the services are provided. Advertising and content revenue is earned and recognized once the content is presented on the Company’s sites in accordance with the customer requirements. Product sales are recognized at the time the product is shipped to the customer. In certain circumstances, products are shipped directly by a supplier to the end customer at the Company’s request. The Company determined that it is the primary obligor in these contracts due to being responsible for fulfilling the customer contract, establishing pricing with the customer, and taking on credit risk from the customer. The Company recognizes revenue from these contracts with customers on a gross basis. Digital product sales represent electronic content that is transferred to the customer at time of purchase. The Company also earns revenue from online course subscriptions that may have monthly or annual subscriptions. In circumstances when a customer purchases an annual subscription upfront, the Company defers the revenue until the performance obligation has been satisfied.

 

The revenue from our Eastern Standard subsidiary is derived from website design and implementation contracts and typically span between 4 to 12 months. These contracts continuously transfer control to the customer as all of the work is completed electronically and is transferable to the customer at any point in time. Contract costs include labor, materials, and indirect costs.

 

We have numerous contracts that are in various stages of completion which require estimates to determine the forecasted costs at completion. Due to the nature of the work left to be performed on many of our contracts, the estimation of total cost at completion for fixed-price contracts is complex, subject to many variables and requires significant judgment. Estimates of total cost at completion are made each period and changes in these estimates are accounted for prospectively as cumulative adjustments to revenue recognized in the current period. If estimates of costs to complete fixed-price contracts indicate a loss, a provision is made through a contract write-down for the total loss anticipated.

 

 
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Table of Contents

 

Contract modifications are routine in the performance of our contracts. Contracts are often modified to account for changes in the contract specifications or requirements. In most instances, contract modifications are for goods or services that are not distinct, and, therefore, are accounted for as part of the existing contract.

 

The following table presented disaggregated revenue information for the three and six months ended June 30, 2025 and 2024:

 

 

 

For the Three Months ended

June 30,

 

 

For the Six Months ended

June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Website management

 

$1,274,529

 

 

$24,000

 

 

$2,215,994

 

 

$48,000

 

Advertising and content revenue

 

 

788,074

 

 

 

969,166

 

 

 

1,643,204

 

 

 

1,668,717

 

Product sales

 

 

121,629

 

 

 

149,288

 

 

 

209,157

 

 

 

314,226

 

Digital Product Sales

 

 

963,977

 

 

 

584,145

 

 

 

1,891,797

 

 

 

1,282,558

 

Total revenue

 

$3,148,209

 

 

$1,726,599

 

 

$5,960,152

 

 

$3,313,501

 

 

The Company does not have any single customer that accounted for greater than 10% of revenue during the three and six months ended June 30, 2025 and 2024. 

 

Cost of Revenue

 

Cost of product revenue consists primarily of costs associated with the acquisition and shipment of products being sold through the Company’s online marketplaces.

 

Cost of Service revenue which includes website content creation costs including contract labor, domain and hosting costs and certain software costs related to website operations.

 

Net Income (Loss) Per Share

 

In accordance with ASC 260 “Earnings per Share,” basic net loss per common share is computed by dividing net loss for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss for the period by the weighted average number of common and common equivalent shares, including 781,860 stock options and 6,199,863 warrants, outstanding during the period. Such common equivalent shares have not been included in the computation of net loss per share as their effect would be anti-dilutive.

 

Income Taxes

 

The Company accounts for income taxes in accordance with ASC 740, which requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.

 

Fair Value of Financial Instruments

 

The carrying value of short-term instruments, including cash, accounts payable and accrued expenses, and notes payable approximate fair value due to the relatively short period to maturity for these instruments.

 

 
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Table of Contents

 

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows:

 

Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

 

Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value.

 

The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis.

 

Stock-Based Compensation

 

Accounting Standards Codification (“ASC”) 718, “Accounting for Stock-Based Compensation” established financial accounting and reporting standards for stock-based compensation plans. It defines a fair value-based method of accounting for an employee stock option or similar equity instrument. Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The valuation of employee stock options is an inherently subjective process, since market values are generally not available for long-term, non-transferable employee stock options. Accordingly, the Black-Scholes option pricing model is utilized to derive an estimated fair value. The Black-Scholes pricing model requires the consideration of the following six variables for purposes of estimating fair value.

 

Expected Dividends. We have never declared or paid any cash dividends on our common stock and do not expect to do so in the foreseeable future. Accordingly, we use an expected dividend yield of zero to calculate the grant-date fair value of a stock option.

 

Expected Volatility. The expected volatility is a measure of the amount by which our stock price is expected to fluctuate during the expected term of options granted. We determine the expected volatility solely based upon the historical volatility of a peer group of companies of similar size and with similar operations.

 

Risk-Free Interest Rate. The risk-free interest rate is the implied yield available on U.S. Treasury zero-coupon issues with a remaining term equal to the option’s expected term on the grant date.

 

Expected Term. The expected life of stock options granted is based on the actual vesting date and the end of the contractual term.

 

Stock Option Exercise Price and Grant Date Price of Common Stock. Currently the Company utilizes the most recent cash sale closing price of its common stock as the most reasonable indication of fair value.

 

The Company accounts for compensation cost for stock option plans and for share based payments to non-employees in accordance with ASC 505, “Accounting for Equity Instruments Issued to Non-Employees for Acquiring, or in Conjunction with Selling, Goods or Services”. Share-based awards to non-employees are expensed over the period in which the related services are rendered at their fair value.

 

 
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Table of Contents

 

Segment Reporting

 

The Company manages its operations under two segments for the purpose of assessing performance and making operating decisions – Business to Business (“B2B”) and Business to Consumer (“B2C)”. The Company’s Chief Operating Decision Maker (“CODM”) is its executive management committee. The CODM allocates resources and evaluates the performance of the Company using information about combined net income from operations. All significant operating decisions are based upon an analysis of the Company as two operating segments, which are the same as its reporting segments.

 

Advertising

 

The Company expenses advertising costs as they are incurred. Advertising costs were $1,395,026 and $676,726 for the six months ended June 30, 2025 and 2024, respectively.

 

Reclassifications

 

Certain reclassifications have been made to our prior year’s consolidated financial statements to conform to our current year presentation. These reclassifications had no effect on our previously reported results of operations or accumulated deficit.

 

Recent Accounting Pronouncements

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands the disclosures required for income taxes. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendment should be applied on a prospective basis while retrospective application is permitted. The Company adopted this standard effective January 1, 2025, which did not have a material impact on the Company’s consolidated financial statements.

 

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, and in January 2025, the FASB issued ASU 2025-01, Clarifying the Effective Date (“ASU 2025-01”). The amendments are intended to enhance disclosures regarding an entity’s costs and expenses by requiring additional disaggregated information disclosures about certain income statement expense line items. The amendments, as clarified by ASU 2025-01, are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.

 

NOTE 3 – GOING CONCERN

 

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At June 30, 2025, the Company had not yet achieved consistent profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity or debt financing and/or related party advances. However, there is no assurance of additional funding being available.

 

NOTE 4 – SEGMENT INFORMATION

 

The Company manages its operations under two segments for the purpose of assessing performance and making operating decisions – Business to Business (“B2B”) and Business to Consumer (“B2C)”. The Company’s Chief Operating Decision Maker (“CODM”) is our Chief Executive Officer (CEO). The CODM allocates resources and evaluates the performance of the Company using information about combined net income from operations. All significant operating decisions are based upon an analysis of the Company as two operating segments, which are the same as its reporting segments.

 

 
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Table of Contents

 

We operate in two business segments: B2B and 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.

 

B2B

 

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.

 

B2C

 

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.

 

Selected Financial Data by Business Segment

 

Net sales and operating profit of the Company’s business segments exclude intersegment sales, cost of sales and profit as these activities are eliminated in consolidation and thus are not included in management’s evaluation of performance of each segment. Our Chief Executive Officer (CEO) serves as our Chief Operating Decision Maker (CODM) and is responsible for reviewing segment performance and making decisions regarding resource allocation. Our CODM evaluates each segment’s performance based on metrics such as net sales, operating profit, and other key financial indicators, guiding strategic decisions to align with company-wide goals. Business segment operating profit includes the Company’s share of earnings or losses from equity method investees as the operating activities of the equity method investees are closely aligned with the operations of its business segments.

 

Summary Operating Results

 

Sales, cost of sales and operating profit for each of our business segments were as follows:

 

 

 

For the Three Months Ended June 30, 2025

 

 

 

B2B

 

 

B2C

 

 

CORPORATE

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue, services

 

$1,974,771

 

 

$87,832

 

 

$-

 

 

$2,062,603

 

Revenue, product sales

 

 

-

 

 

 

1,085,606

 

 

 

-

 

 

 

1,085,606

 

Total Revenue

 

 

1,974,771

 

 

 

1,173,438

 

 

 

-

 

 

 

3,148,209

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue, services

 

 

1,052,778

 

 

 

16,711

 

 

 

-

 

 

 

1,069,489

 

Cost of revenue, product sales

 

 

-

 

 

 

140,443

 

 

 

-

 

 

 

140,443

 

Total cost of revenue

 

 

1,052,778

 

 

 

157,154

 

 

 

-

 

 

 

1,209,932

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

921,993

 

 

 

1,016,284

 

 

 

-

 

 

 

1,938,277

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

837,015

 

 

 

857,502

 

 

 

372,279

 

 

 

2,066,796

 

Professional fees

 

 

14,805

 

 

 

8,521

 

 

 

322,415

 

 

 

345,741

 

Acquisition costs

 

 

-

 

 

 

-

 

 

 

32,263

 

 

 

32,263

 

Total operating expenses

 

 

851,820

 

 

 

866,023

 

 

 

726,957

 

 

 

2,444,800

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

$70,173

 

 

$150,261

 

 

$(726,957 )

 

$(506,523 )

 

 
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For the Six Months Ended June 30, 2025

 

 

 

B2B

 

 

B2C

 

 

CORPORATE

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue, services

 

$3,668,685

 

 

$190,513

 

 

$-

 

 

$3,859,198

 

Revenue, product sales

 

 

-

 

 

 

2,100,954

 

 

 

-

 

 

 

2,100,954

 

Total Revenue

 

 

3,668,685

 

 

 

2,291,467

 

 

 

-

 

 

 

5,960,152

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue, services

 

 

2,035,130

 

 

 

51,219

 

 

 

-

 

 

 

2,086,349

 

Cost of revenue, product sales

 

 

-

 

 

 

228,406

 

 

 

-

 

 

 

228,406

 

Total cost of revenue

 

 

2,035,130

 

 

 

279,625

 

 

 

-

 

 

 

2,314,755

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

1,633,555

 

 

 

2,011,842

 

 

 

-

 

 

 

3,645,397

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

1,583,496

 

 

 

1,614,604

 

 

 

1,090,043

 

 

 

4,288,143

 

Professional fees

 

 

30,431

 

 

 

18,819

 

 

 

534,396

 

 

 

583,646

 

Acquisition costs

 

 

-

 

 

 

-

 

 

 

65,673

 

 

 

65,673

 

Total operating expenses

 

 

1,613,927

 

 

 

1,633,423

 

 

 

1,690,112

 

 

 

4,937,462

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

$19,628

 

 

$378,419

 

 

$(1,690,112 )

 

$(1,292,065 )

 

 

 

For the Three Months Ended June 30, 2024

 

 

 

B2B

 

 

B2C

 

 

CORPORATE

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue, services

 

$915,475

 

 

$77,691

 

 

$-

 

 

$993,166

 

Revenue, product sales

 

 

-

 

 

 

733,433

 

 

 

-

 

 

 

733,433

 

Total Revenue

 

 

915,475

 

 

 

811,124

 

 

 

-

 

 

 

1,726,599

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue, services

 

 

550,269

 

 

 

7,249

 

 

 

-

 

 

 

557,518

 

Cost of revenue, product sales

 

 

-

 

 

 

193,650

 

 

 

-

 

 

 

193,650

 

Total cost of revenue

 

 

550,269

 

 

 

200,899

 

 

 

-

 

 

 

751,168

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

365,206

 

 

 

610,225

 

 

 

-

 

 

 

975,431

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

277,825

 

 

 

538,158

 

 

 

535,672

 

 

 

1,351,655

 

Professional fees

 

 

12,918

 

 

 

9,961

 

 

 

198,376

 

 

 

221,255

 

Acquisition costs

 

 

-

 

 

 

-

 

 

 

8,946

 

 

 

8,946

 

Total operating expenses

 

 

290,743

 

 

 

548,119

 

 

 

742,994

 

 

 

1,581,856

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

$74,463

 

 

$62,106

 

 

$(742,994 )

 

$(606,425 )

 

 
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For the Six Months Ended June 30, 2024

 

 

 

B2B

 

 

B2C

 

 

CORPORATE

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue, services

 

$1,593,597

 

 

$123,120

 

 

$-

 

 

$1,716,717

 

Revenue, product sales

 

 

-

 

 

 

1,596,784

 

 

 

-

 

 

 

1,596,784

 

Total Revenue

 

 

1,593,597

 

 

 

1,719,904

 

 

 

-

 

 

 

3,313,501

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue, services

 

 

911,199

 

 

 

13,025

 

 

 

-

 

 

 

924,224

 

Cost of revenue, product sales

 

 

-

 

 

 

409,510

 

 

 

-

 

 

 

409,510

 

Total cost of revenue

 

 

911,199

 

 

 

422,535

 

 

 

-

 

 

 

1,333,734

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

682,398

 

 

 

1,297,369

 

 

 

-

 

 

 

1,979,767

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

455,865

 

 

 

1,058,235

 

 

 

1,022,739

 

 

 

2,536,839

 

Professional fees

 

 

24,845

 

 

 

23,269

 

 

 

353,331

 

 

 

401,445

 

Acquisition costs

 

 

-

 

 

 

-

 

 

 

103,287

 

 

 

103,287

 

Total operating expenses

 

 

480,710

 

 

 

1,081,504

 

 

 

1,479,357

 

 

 

3,041,571

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

$201,688

 

 

$215,865

 

 

$(1,479,357 )

 

$(1,061,804 )

 

Included within selling, general and administrative is intangible asset amortization expense of $301,113 for the B2B segment and $0 for the B2C segment for the three months ended June 30, 2025 and $602,225 for the B2B segment and $0 for the B2C segment for the six months ended June 30, 2025. Intangible asset amortization expense of $70,882 for the B2B segment and $54,336 for the B2C segment was included for the three months ended June 30, 2024 and $141,740 for the B2B segment and $108,697 for the B2C segment was included for the six months ended June 30, 2024.

 

Unallocated Items

 

Business segment operating profit excludes the other items not considered part of management’s evaluation of segment operating performance such as a portion of management and administration costs, legal fees and settlements, stock-based compensation expense, significant asset impairments, gains or losses from divestitures, and other miscellaneous corporate activities. Excluded items are included in the reconciling item “Corporate” between operating profit from our business segments and our consolidated operating profit.

 

Assets

 

Total assets for each of our business segments were as follows:

 

 

 

As of

June 30,

2025

 

 

As of

December 31,

2024

 

B2B

 

$5,830,411

 

 

$6,495,983

 

B2C

 

 

2,127,401

 

 

 

2,097,863

 

Total business segment assets

 

 

7,957,812

 

 

 

8,593,846

 

Corporate assets

 

 

873,932

 

 

 

998,851

 

Total Assets

 

$8,831,744

 

 

$9,592,697

 

 

Corporate assets primarily include cash and cash equivalents, and investments in unconsolidated joint ventures. During the six months ended June 30, 2025, the Company incurred no reportable capital expenditures or additions to goodwill related to its segments.

 

 
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NOTE 5 – BUSINESS ACQUISITIONS

 

DDS Rank

 

On June 6, 2024, SEO Marketing, Inc (dba DDS Rank) (“DDS Rank” or the “Acquired Business”) and DDS Rank LLC (“DDS Rank Delaware”), a subsidiary of the Company entered into and closed an asset purchase agreement (the "DDS Asset Purchase Agreement"), for the purchase by the Company of the Acquired Business.

 

Pursuant to the DDS Asset Purchase Agreement, and subject to the terms and conditions contained therein, at the closing, DDS Rank agreed to sell to the Company the Acquired Business, all as more fully described in the DDS Asset Purchase Agreement. The aggregate purchase price for the Acquired Business was $600,000, consisting of $200,000 in cash paid by OA SPV at closing, $200,000 in Company Series A preferred stock, and a $200,000 7% interest only secured promissory note made by DDS Rank Delaware due June 6, 2026 (the “DDS Promissory Note”).

 

The transaction closed on June 24, 2024, when consideration was transferred by the Company and control was obtained by the Company and was accounted for as a business combination under ASC 805.

 

The aggregate fair value of consideration for the DDS Rank acquisition was as follows:

 

Purchase Price:

 

 

 

 

 

Amount

 

Cash paid to seller

 

 

200,000

 

Notes payable issued to seller

 

 

200,000

 

Series A preferred stock issued to seller

 

 

200,000

 

Total purchase consideration

 

$600,000

 

 

The following information summarizes the allocation of the fair values assigned to the assets acquired at the acquisition date:

 

Purchase Price Allocation

 

 

 

Developed technology

 

$90,000

 

Customer relationships

 

 

360,000

 

Trademarks and Trade Names

 

 

120,000

 

Non-Compete agreement

 

 

30,000

 

Net assets acquired

 

$600,000

 

 

Eastern Standard

 

On September 20, 2024, Eastern Standard LLC (“Eastern Standard Delaware”), a Delaware limited liability company and majority owned subsidiary, entered into an Asset Purchase Agreement (“Asset Purchase Agreement”) with Eastern Standard, LLC (“Eastern Standard Pennsylvania”), a Pennsylvania limited liability company, and its individual owners. Pursuant to the 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 “Acquired Business”).

 

Pursuant to the 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 Acquired Business, all as more fully described in the Asset Purchase Agreement. The aggregate purchase price for the Acquired Business is $2,160,000. As of the closing, the Company owned 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 stock. 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. 

 

 
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The transaction closed on October 18, 2024, when consideration was transferred by Onfolio and control was obtained by Onfolio and will be accounted for as a business combination under ASC 805.

 

The aggregate fair value of consideration for the Eastern Standard acquisition was as follows:

 

Purchase Price:

 

 

 

 

 

 

 

Cash

 

$500,000

 

Promissory Note, net of discount

 

 

1,250,000

 

Preferred Shares

 

 

410,000

 

Roll-over equity

 

 

240,000

 

Total purchase consideration

 

 

2,400,000

 

 

The following information summarizes the allocation of the fair values assigned to the assets acquired at the acquisition date:

 

Purchase Price Allocation

 

 

 

Accounts receivable

 

$217,878

 

Unbilled receivables

 

 

165,855

 

Fixed assets

 

 

5,135

 

Website domains

 

 

90,000

 

Customer relationships

 

 

490,000

 

Trademarks and trade names

 

 

530,000

 

Non-compete agreement

 

 

20,000

 

Goodwill

 

 

1,407,602

 

Deferred revenues

 

 

(526,470 )

 

 

 

 

 

Net assets acquired

 

$2,400,000

 

 

Unaudited Pro Forma Financial Information

 

The following table sets forth the pro-forma consolidated results of operations for the three and six months ended June 30, 2024 as if the Eastern Standard and DDS Rank acquisitions occurred on January 1, 2024. The pro forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved if the acquisitions had taken place on the dates noted above, or of results that may occur in the future.

 

 

 

Three Months

ended June 30,

 

 

Six Months

Ended June 30

 

 

 

2024

 

 

2024

 

Revenue

 

$2,945,040

 

 

$5,756,983

 

Operating income (loss)

 

 

410,049

 

 

 

(850,481 )

Net income (loss)

 

 

292,044

 

 

 

(921,308 )

Preferred dividends

 

 

(151,688 )

 

 

(202,713 )

Net income (loss) to common shareholders

 

 

140,356

 

 

 

(1,124,021 )

Net income (loss) per common share

 

$0.03

 

 

 

(0.22 )

Weighted Average common shares outstanding

 

 

5,110,195

 

 

 

5,108,384

 

 

 
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NOTE 6 – INVESTMENTS IN JOINT VENTURES

 

The Company holds various investments in certain joint ventures as described below.

 

Cost method investments

 

OnFolio JV I, LLC (“JV I”) was formed on October 11, 2019 under the laws of Delaware. OnFolio LLC is the managing member of JV I and has operational and financial decision-making authority. The manager of JV I can be removed by a majority vote of the equity holders of JV I. On August 1, 2020, the Company received an investment of 2.72% by assignment from Dominic Wells, the Company’s CEO, who invested $10,000 into JV I for the equity interest. As manager of JV I, the Company will receive a monthly management fee of $2,500, and 50% of net profits of JV I above the monthly minimum of $12,500. In the event of the sale of a website that JV I manages, the Company will receive 50% of the excess of the sales price above the price paid for the site. During the year ended December 31, 2022, the Company purchased an additional 10.91% interest from existing owners for $52,500 in cash, bringing its total equity interest to 13.65%. The management fee to the Company described above was waived for fiscal year ended December 31, 2024 and through the six months ended June 30, 2025, due to lower operating results of JV I.

 

OnFolio JV II, LLC (“JV II”) was formed on November 8, 2019 under the laws of Delaware. OnFolio LLC is the managing member of JV II and has operational and financial decision-making authority. The manager of JV II can be removed by a majority vote of the equity holders of JV II. On August 1, 2020, the Company received an investment of approximately 2.14% by assignment from Dominic Wells, the Company’s CEO, who invested $10,000 into JV II for the equity interest. Additionally, during the year ending December 31, 2020, the CEO acquired an additional interest from an existing JV II investor and transferred it to the Company, bringing its total equity interest in JV II to 4.28%. During the year ending December 31, 2021, the company acquired additional interest from an existing JV II investor by paying $9,400 for his 2.14%, bringing its total equity interest in JV II to 6.42%. As manager of JV II, the Company will receive a monthly management fee of $1,500, and 50% of net profits of JV II above the monthly minimum of $16,500. In the event of the sale of a website that JV II manages, the Company will receive 50% of the excess of the sales price above the price paid for the site. During the year ended December 31, 2022, the Company purchased an additional 4.28% interest from an existing owner for $10,000 in cash, bringing its total equity interest to 10.70%. Based on the cash purchase price of the additional interest, the Company determined there was an implied impairment in the amount of $14,401 related to the cost basis of JV II during the year ended December 31, 2022. The management fee to the Company described above was waived for fiscal year ended December 31, 2024 and through the six months ended June 30, 2025, due to lower operating results of JV II.

 

OnFolio JV III, LLC (“JV III”) was formed on January 3, 2020 under the laws of Delaware. OnFolio LLC is the managing member of JV III and has operational and financial decision-making authority. The manager of JV III can be removed by a majority vote of the equity holders of JV III. On August 1, 2020, the Company received an investment of approximately 1.94% by assignment from Dominic Wells, the Company’s CEO, who invested $10,000 into JV III for the equity interest. The $10,000 owed by the Company is included in Due to related parties on the consolidated balance sheet as of December 31, 2020. During the year ending December 31, 2021, the company acquired additional interests from existing JV III investors by paying $40,000 for 7.7652%, bringing its total equity interest in JV III to 9.7052%. As manager of JV III, the Company will receive a monthly management fee of $3,000, and 50% of net profits of JV III above the monthly minimum of $16,500. In the event of the sale of a website that JV III manages, the Company will receive 50% of the excess of the sales price above the price paid for the site. During the year ended December 31, 2022, the Company purchased an additional 3.88% interest from an existing owner for $5,000 in cash, bringing its total equity interest to 13.59%. Based on the cash purchase price of the additional interest, the Company determined there was an impairment in the amount of $37,493 recognized during the year ended December 31, 2022 related to the cost basis of JV III. The management fee to the Company described above was reduced to $500 for fiscal year ended December 31, 2022 due to lower operating results of JV III. The management fee to the Company described above was waived for fiscal year ended December 31, 2024 and through the six months ended June 30, 2025, due to lower operating results of JV III.

 

OnFolio Groupbuild 1 LLC (“Groupbuild”) was formed on April 22, 2020 under the laws of Delaware. The Company, as manager, is entitled to 20% of the profits of Groupbuild, and an annual management fee of $15,000. The Company was assigned a 20% interest, valued at $49,000 in Groupbuild by the Company’s CEO on August 1, 2020.

 

 
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On March 4, 2024, the Company invested $10,000 into Coaching Plus Capital LLC for a 9.95% equity interest in the ownership.

 

On May 31, 2024, the Company, through its subsidiary Revenue Zen LLC, invested $24,000 into CliAcquire LLC for a 5% equity interest in the ownership.

 

On November 1, 2024, the Company, through its subsidiary Revenue Zen LLC, invested $25,000 into Grow Solo Media Ltd. for a 5% equity interest in the ownership.

 

Equity Method Investments

 

OnFolio JV IV, LLC (“JV IV”) was formed on January 3, 2020 under the laws of Delaware. The Company holds an equity interest of 35.8% in JV IV, and is the manager of JV IV. The Company acquired this interest on August 1, 2020 for $290,000 through issuance of a Note payable to the joint venture. The Company paid off the note payable during the year ended December 31, 2022. The manager of JV IV can be removed by a majority vote of the equity holders of JV IV.

 

The balance sheet of JV IV at June 30, 2025 included total assets of $826,490 and total liabilities of $8,906.  The balance sheet of JV IV at December 31, 2024 included total assets of $842,594 and total liabilities of $27,153. Additionally, the income statement for JV IV for the three and six months ended June 30, 2025 and 2024 included the following:

 

 

 

Three Months ended

June 30,

 

 

Six Months ended

June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenue

 

$867

 

 

$9,194

 

 

$4,252

 

 

$13,723

 

Net loss

 

 

(397 )

 

 

(2,968 )

 

 

2,143

 

 

 

(17,366 )

 

The Company recognized equity method income (loss) of $767 and $(6,217) during the six months ended June 30, 2025 and 2024, respectively, and received dividends from JV IV of $2,250 and $0, respectively, which were accounted for as returns on investment.

 

NOTE 7 – INTANGIBLE ASSETS

 

The following table represents the balances of intangible assets as of June 30, 2025 and December 31, 2024:

 

 

 

Estimated

life

 

June 30,

2025

 

 

December 31,

2024

 

Website Domains

 

Indefinite

 

$297,323

 

 

$297,323

 

Website Domains

 

4 years

 

 

497,500

 

 

 

497,500

 

Customer relationships

 

4-6 years

 

 

2,081,148

 

 

 

2,081,148

 

Trademarks and Tradenames

 

10 years

 

 

1,120,000

 

 

 

1,120,000

 

Non-compete agreements

 

3 years

 

 

252,500

 

 

 

252,500

 

 

 

 

 

 

4,248,471

 

 

 

4,248,471

 

Accumulated Amortization - Website domains

 

 

 

 

(188,133 )

 

 

(125,946 )

Accumulated Amortization - Customer Relationships

 

 

 

 

(1,062,281 )

 

 

(626,994 )

Accumulated Amortization - Trademarks / Tradenames

 

 

 

 

(137,834 )

 

 

(81,834 )

Accumulated Amortization - Non-Compete

 

 

 

 

(139,237 )

 

 

(90,486 )

Net Intangible

 

 

 

$2,720,986

 

 

$3,323,211

 

 

 
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For the three months ended June 30, 2025 and 2024, the Company recognized $301,112 and $125,219, respectively, of amortization expense related to intangible assets. For the six months ended June 30, 2025 and 2024, the Company recognized $602,225 and $250,437, respectively, of amortization expense related to intangible assets.

 

The following is an amortization analysis of the annual amortization of intangible assets on a fiscal year basis as of June 30, 2025:

 

For the year ended December 31, schedule of annual expected amortization expense

 

Amount

 

 

 

 

 

2025 (6 months remaining)

 

$597,225

 

2026

 

 

706,907

 

2027

 

 

297,156

 

2028

 

 

375,125

 

Thereafter

 

 

447,250

 

Total remaining intangibles amortization

 

$2,423,663

 

 

NOTE 8 – STOCKHOLDERS’ EQUITY

 

Preferred stock

 

The Company’s authorized preferred stock consists of 5,000,000 shares of preferred stock, with a par value of $0.001 per share. On November 20, 2020, the Company designated 1,000,000 shares of Series A preferred stock. The Series A preferred stock has a liquidation preference to all other securities, a liquidation value of $25 per share, receives cumulative dividends payable in cash of 12% per year, payable quarterly. The Series A preferred stock does not have voting rights, except that the Company may not: 1) create any additional class or series of stock, nor any security convertible into stock of the Company; 2) modify the Series A preferred stock designation; 3) initiate and dividend outside of without approval of at least two-thirds of the holders of the Series A preferred stock. The Company has the right, but not obligation to redeem the Series A preferred stock beginning January 1, 2026, at the liquidation value per share plus any unpaid dividends.

 

On February 28, 2025, the Company issued $70,000 in Series A preferred stock to the sellers of RevenueZen as further discussed in Note 13.

 

During the six months ended June 30, 2025, the Company sold 33,200 shares of Series A preferred stock for $830,000 in cash proceeds.

 

During the six months ended June 30, 2025 and 2024, the Company recognized $199,851 and $166,113 in dividends to the Series A preferred stockholders, respectively, and made cash dividend payments of $201,848 and $151,035, respectively. As of June 30, 2025 and December 31, 2024, the Company has remaining unpaid dividends of $98,800 and $100,797, respectively.

 

As of June 30, 2025 and December 31, 2024, there were 171,900 and 134,460 Series A preferred stock outstanding, respectively.

 

Common stock

 

The Company’s authorized common stock consists of 50,000,000 shares of common stock, with a par value of $0.001 per share. All shares of common stock have equal voting rights and, when validly issued and outstanding, are entitled to one non-cumulative vote per share in all matters to be voted upon by shareholders. The shares of common stock have no pre-emptive, subscription, conversion or redemption rights and may be issued only as fully paid and non-assessable shares. Holders of the common stock are entitled to equal ratable rights to dividends and distributions with respect to the common stock, as may be declared by the Board of Directors out of funds legally available. The Company has not declared any dividends on common stock to date.

 

 
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Stock Options

 

On February 28, 2025, the Company issued 79,240 stock options to purchase shares of common stock to the sellers of RevenueZen as further discussed in Note 13. The stock options have an exercise price of $1.34, have a term of 10 years, and are vested immediately. 

 

During the six months ended June 30, 2025, the Company awarded an aggregate of 120,000 common stock options to the non-employee directors of the Company, of which 60,000 vested immediately, and the remaining 60,000 vest on December 31, 2025. In addition, the Company awarded 200,000 options to our CFO that vested immediately. The fair value of the stock options was estimated using a Black-Scholes option pricing model and the following assumptions: 1) dividend yield of 0%; 2) risk-free rate of 3.97%; 3) volatility between 139.19% and 141.49% based on a group of peer group companies; and an expected term of five to ten years.

 

During the six months ended June 30, 2025, the Company awarded 5,500 options to an outside consultant that vested immediately. The fair value of the stock options was estimated using a Black-Scholes option pricing model and the following assumptions: 1) dividend yield of 0%; 2) risk-free rate of 3.87%; 3) volatility of 148.62% based on a group of peer group companies; and an expected term of three years.

 

A summary of stock option information is as follows:

 

 

 

Outstanding

Awards

 

 

Weighted Average

Grant Date

Fair Value

 

 

Weighted Average

Exercise price

 

Outstanding at December 31, 2024

 

 

412,250

 

 

$0.65

 

 

$1.02

 

Granted

 

 

404,740

 

 

 

1.09

 

 

 

1.22

 

Exercised

 

 

-

 

 

 

-

 

 

 

-

 

Expired

 

 

(26,250 )

 

 

(4.40 )

 

 

(5.95)

Forfeited and cancelled

 

 

(8,880 )

 

 

(0.26 )

 

 

(1.38 )

Outstanding at June 30, 2025

 

 

781,860

 

 

$1.09

 

 

$0.95

 

Exercisable at June 30, 2025

 

 

511,860

 

 

$1.03

 

 

$1.19

 

 

The weighted average remaining contractual life is approximately 8.91 years for stock options outstanding with $150,300 of intrinsic value of as of June 30, 2025. The Company recognized stock-based compensation of $26,013 and $34,655 during the three months ended June 30, 2025 and 2024, respectively. The Company recognized stock-based compensation of $298,948 and $45,397 during the six months ended June 30, 2025 and 2024, respectively. The Company has $42,009 additional compensation cost related to options that are expected to vest.

 

Common Stock Warrants

 

A summary of stock warrant information is as follows:

 

 

 

Outstanding

Awards

 

 

Weighted Average

Grant Date

Fair Value

 

 

Weighted Average

Exercise price

 

Outstanding at December 31, 2024

 

 

6,199,863

 

 

$4.21

 

 

$5.01

 

Granted

 

 

-

 

 

 

-

 

 

 

-

 

Exercised

 

 

-

 

 

 

-

 

 

 

-

 

Forfeited and cancelled

 

 

-

 

 

 

-

 

 

 

-

 

Outstanding at June 30, 2025

 

 

6,199,863

 

 

$4.21

 

 

$5.01

 

Exercisable at June 30, 2025

 

 

6,199,863

 

 

$4.21

 

 

$5.01

 

 

The weighted average remaining contractual life is approximately 2.15 years for stock warrants outstanding with no intrinsic value of as of June 30, 2025.

 

 
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NOTE 9 – RELATED PARTY TRANSACTIONS

 

From time to time, the Company pays expenses directly on behalf of the joint ventures that it manages and receives funds on behalf of the joint ventures. As of June 30, 2025 and December 31, 2024, the balances due from the joint ventures were $93,811 and $89,536 included in non-current assets.

 

From time to time, the Company’s CEO paid expenses on behalf of the Company, and the Company funded certain expenses to the CEO. Additionally, the Company received its investments in JV I, JV II and JV III from the CEO. As of June 30, 2025 and December 31, 2024, the Company was owed $36,994 by the entities controlled by the Company’s CEO.

 

No member of management has benefited from the transactions with related parties. The above transactions were not arms-length transactions.

 

NOTE 10 – NOTES PAYABLE

 

On January 4, 2024, the Company entered into a promissory note as part of the acquisition of RevenueZen (the “RevenueZen Note”). The RevenueZen Note has the principal sum of $440,000, matures on December 31, 2025, and interest on the outstanding principal balance of, and all other sums owing under the loan amount, is 11%. Upon the occurrence of an Event of Default (as defined in the RevenueZen Note), the interest rate automatically increases to the rate of 16% per annum. The loan amount is payable as follows: (i) commencing on the date that was thirty (30) days from the date of the RevenueZenNote and continuing monthly on such same day thereafter, the Company shall make an interest only payment equal to $4,033 per month and commencing on July 31, 2024 the Company shall make an interest only payment of $3,575 per month (ii) no later than June 30, 2024, the Company must make a payment of $50,000; and (iii) the entire loan amount, together with all accrued but unpaid interest thereon, shall be due and payable on December 31, 2025. The required $50,000 payment was made on July 2, 2024. As of June 30, 2025 the balance due on the RevenueZen Note was $390,000.

 

In January 2024, the Company entered into three separate promissory notes for aggregate principal of $250,000 and received cash proceeds of $250,000. The notes mature on the two-year anniversary of the Company using the funds received for the acquisition of a business, which occurred in January 2024, and carry a 15% interest rate on the outstanding principal balance of, and all other sums owing under, the loan amounts of the notes. As of June 30, 2025 the balance due on the notes was $250,000.

 

On April 1, 2024 the Company received proceeds of $200,000 under note payable agreements from OA SPV, under note payable agreements from OA SPV, a related party as described under Note 2. The notes are unsecured and mature three years from the date of the advances, which is April 1, 2027. On February 26, 2025 the notes payable was modified to bear a 15% interest rate, calculated on the outstanding principal amount. Interest shall accrue annually and be payable at the end of each fiscal quarter in accordance with the profitability and cash flow of the Company’s wholly-owned subsidiaries, as agreed upon by both parties. The Company repaid $1,000 of the funds advanced. As of June 30, 2025 the balance due on the advance was $199,000 and is classified under Notes payable – related parties, on the balance sheet.

 

On June 6, 2024, the Company entered into a promissory note as part of the acquisition of DDS Rank (the “DDS Rank Note”). The DDS Rank Note has the principal sum of $200,000, matures on June 6, 2026, and interest on the outstanding principal balance of, and all other sums owing under the loan amount, is 7%. The loan amount is payable as follows: (i) commencing on the date that was thirty (30) days from the date of the DDS Rank Note and continuing monthly on such same day thereafter, the Company shall make an interest only payment equal to $1,167 per month (ii) the entire loan amount, together with all accrued but unpaid interest thereon, shall be due and payable on June 6, 2026. As of June 30, 2025 the balance due on the DDS Rank Note was $200,000.

 

 
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On October 1, 2024, the Company entered into a promissory Note as part of the acquisition of Eastern Standard (the “Eastern Standard Short-Term Note”). The Eastern Standard Short-Term Note has the principal sum of $400,000, matures on February 1, 2025, and interest on the outstanding principal balance of, and all other sums owing under the loan amount, is 8%. The loan amount is payable as follows: (i) commencing on the date that was thirty (30) days from the date of the Eastern Standard Short Term Note and continuing monthly on such same day thereafter, the Company shall make an interest only payment equal to $2,667 per month (ii) the entire loan amount, together with all accrued but unpaid interest thereon, shall be due and payable on February 1, 2025. On February 1 2025, OA SPV repaid the balance owed on the Eastern Standard Short-Term Note in exchange for an additional equity interest of 16% in Eastern Standard.

 

In addition, on October 1, 2024, the Company entered into a promissory note as part of the acquisition of Eastern Standard (the “Eastern Standard Note”). The Eastern Standard Note has the principal sum of $850,000, matures on October 1, 2026, and interest on the outstanding principal balance of, and all other sums owing under the loan amount, is 8%. The loan amount is payable as follows: (i) commencing on the date that was thirty (30) days from the date of the Eastern Standard Note and continuing monthly on such same day thereafter, the Company shall make an interest only payment equal to $5,667 per month (ii) the entire loan amount, together with all accrued but unpaid interest thereon, shall be due and payable on October 1, 2026. As of June 30, 2025, the balance due on the Eastern Standard Note was $850,000, which is classified under Notes payable – related parties, on the balance sheet.

 

On February 28, 2025, the Company issued a promissory note for $340,000 to the RevenueZen Sellers in connection with the earn-out payment as discussed in Note 13. The promissory note has a term of 60 months and accrues interest at 19%. As of June 30, 2025, the balance due on the Eastern Standard Note was $329,527, which is classified under Notes payable – related parties, on the balance sheet.

 

On June 2, 2025, the Company received proceeds of $35,965 under a note payable agreement from OA SPV, a related party as described under Note 2. The notes are unsecured and mature three years from the date of the advances, which is June 2, 2028 and bear a 15% interest rate, calculated on the outstanding principal amount. Interest shall accrue annually and be payable at the end of each fiscal quarter in accordance with the profitability and cash flow of the Company’s wholly-owned subsidiaries, as agreed upon by both parties. As of June 30, 2025 the balance due on the advance was $35,965 and is classified under Notes payable – related parties, on the balance sheet.

 

At various times the Company enters into short-term financing agreements with payment service providers who provide cash proceeds. The Company will repay the principal balance based on a percentage of its daily sales processed through the service provider until the total principal is repaid, based on the repayment terms in the agreement which is generally less than one year. The following table shows the outstanding balances of these lenders as of June 30, 2025:

 

Borrowing Entity

 

Origination Date

 

Interest

rate

 

 

Original cash

advanced

 

 

Balance as of

June 30, 2025

 

Proofread Anywhere

 

May 25, 2025

 

 

13.2%

 

$200,000

 

 

$199,638

 

Proofread Anywhere

 

May 25, 2025

 

 

13.2%

 

$50,000

 

 

$49,909

 

Vital Reaction

 

October 31, 2024

 

 

13%

 

$83,000

 

 

$40,341

 

Contentellect

 

June 30, 2025

 

 

10.80%

 

$74,780

 

 

$74,780

 

DDS Rank

 

June 28, 2025

 

 

12%

 

$15,100

 

 

$15,100

 

Onfolio Assets

 

June 28, 2025

 

 

12.2%

 

 

16,600

 

 

$16,600

 

SEO Butler

 

November 18, 2024

 

 

9.91%

 

$21,650

 

 

$1,922

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total balance as of June 30, 2025

 

 

 

 

 

 

 

 

 

 

 

$398,290

 

 

 
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The following summarizes the Company’s maturities of debt instruments:

 

 

 

Principal

 

Fiscal year ended:

 

 

 

December 31, 2025

 

$828,100

 

December 31, 2026

 

 

1,351,863

 

December 31, 2027

 

 

261,622

 

December 31, 2028

 

 

111,578

 

December 31, 2029 and thereafter

 

 

116,941

 

Total

 

$2,670,104

 

 

NOTE 11 – DEFERRED REVENUE

 

Deferred revenue as of June 30, 2025 and December 31, 2024 consisted of the following:

 

 

 

June 30,

2025

 

 

December 31,

2024

 

Website design and implementation

 

$243,475

 

 

$451,683

 

Website management

 

 

62,725

 

 

 

72,237

 

Advertising and content services

 

 

33,530

 

 

 

65,993

 

Total deferred revenue

 

$339,730

 

 

$589,913

 

 

Changes in the balance of deferred revenue for the periods presented are as follows:

 

 

 

Deferred

Revenue

 

Balance as of December 31, 2024

 

$589,913

 

Billings for the period

 

 

3,609,015

 

Revenue recognized

 

 

(3,859,198 )

Balance as of June 30, 2025

 

$339,730

 

 

The transaction price from revenue transactions allocated to unsatisfied performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and non-cancelable contracts that will be invoiced and recognized as revenue in future periods ("backlog"). While deferred revenue is recorded on our balance sheet as a liability, backlog is not recorded in revenue, deferred revenue or elsewhere in our consolidated financial statements until we establish a contractual right to invoice, at which point it is recorded as revenue or deferred revenue as appropriate. As of June 30, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was $339,730 in deferred revenue and $849,432 in backlog. As of December 31, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was $589,913 in deferred revenue and $1,071,098 in backlog. 

 

We expect that the amount of backlog relative to the total value of our contracts will change from year to year due to several factors, including the amount invoiced early in the contract term, the timing and duration of customer agreements, varying invoicing cycles of agreements and changes in customer financial circumstances. Accordingly, we believe that fluctuations in backlog are not always a reliable indicator of future revenues, and we do not utilize backlog internally as a key management metric.

 

 
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NOTE 12 – CONTRACTS IN PROCESS

 

The net unbilled accounts receivables (deferred revenues) position for contracts in process, related to the website design and implementation services, consisted of the following:

 

 

 

June 30,

 

 

December 31,

 

 

 

2025

 

 

2024

 

Costs on uncompleted contracts

 

$673,861

 

 

$624,865

 

Estimated earnings

 

 

732,106

 

 

 

712,658

 

Total costs and estimated profits on uncompleted contracts

 

 

1,405,967

 

 

 

1,337,523

 

Add: unbilled amounts on completed contracts

 

 

14,215

 

 

 

7,000

 

Less: Progress billings

 

 

(1,598,104 )

 

 

(1,703,630 )

Unbilled accounts receivables (deferred revenues), net

 

$(177,922 )

 

$(359,107 )

 

The net asset (liability) position for contracts in process is included in the accompanying consolidated balance sheets as follows:

 

 

 

June 30,

2025

 

 

December 31,

2024

 

Unbilled accounts receivable costs and estimated earnings in excess of billings on uncompleted contracts

 

$65,553

 

 

$92,576

 

Deferred revenues - Billings in excess of costs and estimated earnings on uncompleted contracts

 

 

(243,475 )

 

 

(451,683 )

Unbilled accounts receivables (deferred revenues), net

 

$(177,922 )

 

$(359,107 )

 

NOTE 13 – COMMITMENTS AND CONTINGENCIES

 

In the ordinary course of business, the Company may become a party to lawsuits involving various matters. The impact and outcome of litigation, if any, is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business. The Company believes the ultimate resolution of any such current proceeding will not have a material adverse effect on our continued financial position, results of operations or cash flows.

 

On October 3, 2022, the Company entered into an Asset Purchase Agreement (“Hoang Asset Purchase Agreement”) with Hoang Huu Thinh, an individual (“Hoang”) for the purchase of the BWPS business. Pursuant to the Hoang Asset Purchase Agreement, the Company is to pay Hoang up to $60,000 in cash pursuant to the earn-out provisions of the Hoang Asset Purchase Agreement. The earn-out provisions were defined as follows, upon completion of the Closing and within three (3) years thereafter ("Earn-out Period" ends 10/3/2025), Hoang shall be eligible for two additional cash payments (i) if in any calendar month, the monthly gross revenue generated by the BWPS business is US$47,500 or more, then the buyer shall pay Hoang a one-time payment of US$30,000 (“Earn-out Payment 1”), payable within thirty days of the Earn-out Payment 1 being earned and (ii) if in any calendar month, the monthly gross revenue generated by the BWPS Business is US$52,000 or more, then the buyer shall pay Hoang a one-time payment of US$30,000 (“Earn-out Payment 2”), payable within thirty days of the Earn-out Payment 2 being earned. As of June 30, 2025, no payments have been made pursuant to the earn-out provision.

 

On January 1, 2024, the Company entered into the RevenueZen Asset Purchase Agreement, and subject to the terms and conditions contained therein, at the closing, the Company agreed to pay additional earn-out payments that could be paid to RevenueZen pursuant to the earn-out formula described in the RevenueZen Asset Purchase Agreement.

 

 
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The earn-out formula specifies for a period of one year, if the SDE of the RevenueZen business exceeds $227,000, the sellers of RevenueZen Delaware would be entitled to receive an amount equal to three times the amount above $227,000 of SDE. Generally, SDE in this case is defined as gross revenue, less returns, discounts, and refunds and reduced by the cost of contractor payments, freelance copywriters, and payroll and benefits, consistent with the pre-acquisition business operation practices of the RevenueZen business, and for the sake of clarity exclude any payments, reimbursements, administrative charges, overhead charges, or other payments of any kind to the Company. The earn-out amount will include 20% of any revenues of the Company that are from any customers of RevenueZen Delaware. The Company has the option to pay any earn-out amount in cash or in shares of preferred stock of the Company. At the time of the closing of the acquisition, the Company had estimated the fair value of the earn-out to be $986,000. As of December 31, 2024, pursuant to the terms and calculations of the earn-out provision, management determined the final earn-out owed pursuant to the agreement is $680,662 resulting in a change in the fair value of the contingent consideration of $305,338.

  

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 of RevenueZen, $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 vested immediately. During the six months ended June 30, 2025, the Company has repaid $14,025 pursuant to the profit share agreement. As of June 30, 2025 the Company estimated the remaining obligations owed under the revenue share obligation to be $85,975.

 

On April 1, 2024, the Company closed on its acquisition of certain customers from First Page, and subject to the terms and conditions contained in the acquisition agreement, at the closing, the Company agreed to pay additional revenue share amount equal to 18% of gross revenues for the acquired customers for 3 years following the acquisition date. On the date of acquisition, the Company estimated the fair value of the revenue share to be $343,148. During the six months ended June 30, 2025, the Company paid $47,824 to the seller of First Page pursuant to the revenue share provisions. As of June 30, 2025, the Company estimated the remaining obligations owed under the revenue share provisions to be $121,056 resulting in a change in the fair value of the continent consideration of $72,050.

 

NOTE 14 – SUBSEQUENT EVENTS

 

Management has evaluated events through August 14, 2025, the date these financial statements were available for issuance, and noted no events requiring disclosures

 

 
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

The following discussion and analysis should be read in conjunction with our consolidated financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management. This information should also be read in conjunction with our audited historical consolidated financial statements which are included in our Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on April 16, 2025.

 

Overview

 

Onfolio Holdings Inc. acquires controlling interests in and actively manages online businesses that we believe (i) operate in sectors with long-term growth opportunities, (ii) have positive and stable cash flows, (iii) face minimal threats of technological or competitive obsolescence and (iv) can be managed by our existing team or have strong management teams largely in place. Through the acquisition and growth of a diversified group of websites with these characteristics, we believe we offer investors in our shares an opportunity to diversify their own portfolio risk.

 

Onfolio Holdings Inc. was incorporated on July 20, 2020 under the laws of Delaware to acquire and develop high-growth and profitable websites. Unless the context otherwise requires, all references to "our Company,” "we,” "our” or "us” and other similar terms means Onfolio Holdings Inc., a Delaware corporation, and our wholly- and majority-owned subsidiaries.

 

The second quarter of 2025 delivered another period of topline growth, gross profit gains, and further improvement in operating performance. Revenue reached $3.1 million, up from $1.7 million in the same quarter last year—an 82% increase. The increase is primarily due to revenue from our Eastern Standard acquisition completed during the fourth quarter of fiscal 2024 and our DDS Rank acquisition completed at the end of the second quarter of fiscal 2024. This was also the first quarter in our history where every month surpassed $1 million in revenue. We started the quarter particularly strong in April, achieving a fully profitable month.

 

Loss from operations was $(507,000) for the quarter, compared with $(606,000) in Q2 2024 and $(786,000) in Q1 2025. Of this amount, $301,000 was amortization from acquisitions, $25,000 was stock-based compensation, and approximately $150,000 related to one-time expenses from the 2023 re-audit and the Eastern Standard acquisition audit. Excluding these non-recurring items—which will not appear in Q3 or in future years—the quarterly net loss would have been significantly lower.

 

Operationally, we continued to reduce costs across both the portfolio and the parent company. We also launched Pace Generative LLC in May, a venture we believe has the potential to contribute meaningful revenue and profit to our Company going forward.

 

Several key properties continued to generate organic revenue growth in Q2, although momentum eased slightly in June due to normal summer seasonality. We believe this growth trajectory positions us closer to achieving consistent monthly profitability.

 

Our acquisition pipeline remains strong, and we are actively pursuing new transactions. Management remains committed to disciplined execution of our strategy, further improving financial performance, and completing accretive acquisitions to drive long-term shareholder value.

 

Emerging Growth Company

 

We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

 

 

·

have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

 

·

comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

 

·

submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay” and “say-on-frequency;”

 

·

disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation.

 

 
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In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

 

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.

 

Principal Factors Affecting Our Financial Performance

 

Our operating results are primarily affected by the following factors at a portfolio company level:

 

 

·

our ability to acquire new customers or retain existing customers and grow revenue;

 

 

 

 

·

our ability to offer competitive product pricing and control expenses;

 

 

 

 

·

our ability to broaden product offerings;

 

 

 

 

·

industry demand and competition;

 

 

 

 

·

our ability to leverage technology and use and develop efficient processes;

 

 

 

 

·

our ability to attract and retain talented employees;

 

 

 

 

·

our ability to identify and acquire companies at reasonable prices and terms;

 

 

 

 

·

our ability to reduce and control corporate overhead; and

 

 

 

 

·

Our market position and market conditions, including the effects of government policies, tariffs and trade barriers.

 

Results of Operations

 

Three Months Ended June 30, 2025 compared to the Three Months Ended June 30, 2024

 

The Company reported a net loss of $534,439 for the three months ended June 30, 2025 compared to a net loss of $629,043 for the three months ended June 30, 2024. The components of the decrease in net loss for the current period are as follows:

 

 
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Revenues

 

 

 

For the Quarter Ended

June 30,

 

 

$ Change

from prior

 

 

% Change

from prior

 

 

 

2025

 

 

2024

 

 

Year

 

 

year

 

Revenue, services

 

$2,062,603

 

 

$993,166

 

 

$1,069,437

 

 

 

108%

Revenue, product sales

 

 

1,085,606

 

 

 

733,433

 

 

 

352,173

 

 

 

48%

Total Revenue

 

$3,148,209

 

 

$1,726,599

 

 

 

1,421,610

 

 

 

82%

 

Revenue increased by $1,421,610, or 82% for the three months ended June 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 $1,250,500 and our DDS Rank acquisition completed at the end of the second quarter of fiscal 2024, which increased revenue by approximately $38,800. In addition, our digital product sales increased by approximately $480,000 under our Proofread anywhere subsidiary as a result of an increase in business performance. 

Cost of Revenue

 

 

 

For the Quarter Ended

June 30,

 

 

$ Change from

 

 

% Change from

 

 

 

2025

 

 

2024

 

 

prior year

 

 

prior year

 

Cost of revenue, services

 

$1,074,065

 

 

$557,518

 

 

$516,547

 

 

 

93%

Cost of revenue, product sales

 

 

135,867

 

 

 

193,650

 

 

 

(57,783 )

 

 

(30 )%

Total Cost of Revenue

 

 

1,209,932

 

 

 

751,168

 

 

 

458,764

 

 

 

61%

 

Cost of revenue increased by $458,764, or 61% due to the Company’s recent acquisitions which increased cost of service revenue, partially offset by a reduction in cost of product sales revenue. This reduction was driven by a strategic shift in the Company’s marketing approach for certain subsidiaries, emphasizing advertising (recorded under operating expenses), and reducing reliance on affiliate sales (recorded under cost of revenue). Lower product sales from the Mighty Deals and Vital Reaction subsidiaries also contributed to the offset. The Company’s gross profit margins decreased 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.

 

Operating Expenses

 

Selling, General and Administrative

 

General and Administrative expenses increased by $715,141, or 53% during the three months ended June 30, 2025 compared to 2024. The increase was primarily due to an increase in advertising and marketing costs of $391,000, increase in contractor and compensation costs of $56,000, increase in other general and administrative costs of $93,000, including travel and merchant fees, and an increase in amortization expenses of $176,000 associated with the acquired intangible assets, Eastern Standard and DDS Rank, not present in the comparable period.

 

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.

 

Professional Fees and Acquisition Costs

 

Professional fees increased by $124,486, or 56% during the three months ended June 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 $32,263 in acquisition costs during the three months ended June 30, 2025 compared to $8,946 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 based on acquisitions.

 

 
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Other Income and expense

 

Total other expense was $27,788 during the three months ended June 30, 2025, compared to other expense of $22,618 during 2024. The increase in other expense was driven by an increase in interest expense from increased loan balances.

 

Business Segment Results of Operations

 

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:

 

Selected Financial Data by Business Segment

 

Net sales and operating profit of the Company’s business segments exclude intersegment sales, cost of sales and profit as these activities are eliminated in consolidation and thus are not included in management’s evaluation of performance of each segment. Sales, cost of sales and operating profit for each of our business segments were as follows:

 

 

 

For the Three Months ended

June 30,

 

 

 

2025

 

 

2024

 

Revenue

 

 

 

 

 

 

B2B

 

$1,974,771

 

 

$915,475

 

B2C

 

 

1,173,438

 

 

 

811,124

 

Total revenue

 

$3,148,209

 

 

$1,726,599

 

 

 

 

 

 

 

 

 

 

Cost of Sales

 

 

 

 

 

 

 

 

B2B

 

$1,052,778

 

 

$550,269

 

B2C

 

 

157,154

 

 

 

200,899

 

Total Cost of Sales

 

$1,209,932

 

 

$751,168

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

 

 

 

 

 

 

 

B2B

 

$70,173

 

 

$74,463

 

B2C

 

 

150,261

 

 

 

62,106

 

Total business segment operating income (loss)

 

 

220,434

 

 

 

136,569

 

Unallocated items

 

 

(726,957 )

 

 

(742,994 )

Total consolidated operating income (loss)

 

$(506,523 )

 

$(606,425 )

 

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.

 

 
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B2B

 

Our B2B segment includes the results of operations of Eastern Standard, RevenueZen, DDS Rank, SEO Butler, Contentellect, and DealPipe. These entities share similar characteristics such as customers being businesses and being primarily service-related revenue.

 

B2B revenue increased by $1,059,296 or 116% during the three months ended June 30, 2025 compared to the three months ended June 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 $38,800, and our Eastern Standard acquisition completed during the fourth quarter of fiscal 2024, which increased revenue by approximately $1,250,500.

 

B2B total operating income increased by $561,077 or 193% during the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase was a result of the increased revenue and gross profit offset by the increase in intangible asset amortization for the newly acquired businesses in the year ended 2024.

 

B2C

 

Our B2C segment includes the results of operations of Proofread Anywhere, 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.

 

B2C revenue increased by $362,314 or 45% during the three months June 30, 2025 compared to the three months ended June 30, 2024.  The increase is primarily due to an increase in digital product sales within the Company’s Proofread Anywhere subsidiary.

 

B2C incurred total operating income of $150,261 during the three months ended June 30, 2025 compared to an operating income of $62,106 during the three months ended June 30, 2024, primarily due to the increase in sales from the Proofread Anywhere subsidiary.

 

Six Months Ended June 30, 2025 compared to the Six Months Ended June 30, 2024

 

The Company reported a net loss of $1,340,867 for the six months ended June 30, 2025 compared to a net loss of $1,106,869 for the six months ended June 30, 2024. The components of the increase in net loss for the current period are as follows:

 

Revenues

 

 

 

For the Period Ended

June 30,

 

 

$ Change

from prior

 

 

% Change

from prior

 

 

 

2025

 

 

2024

 

 

Year

 

 

year

 

Revenue, services

 

$3,859,198

 

 

$1,716,717

 

 

$2,142,481

 

 

 

125%

Revenue, product sales

 

 

2,100,954

 

 

 

1,596,784

 

 

 

504,170

 

 

 

32%

Total Revenue

 

$5,960,152

 

 

$3,313,501

 

 

 

2,646,651

 

 

 

80%

 

Revenue increased by $2,646,651, or 80% for the six months ended June 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 $2,168,000 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 $804,000 under our Proofread anywhere subsidiary as a result of a change in business marketing strategy.

 

 
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Cost of Revenue

 

 

 

For the Period Ended

June 30,

 

 

$ Change from

 

 

% Change from

 

 

 

2025

 

 

2024

 

 

prior year

 

 

prior year

 

Cost of revenue, services

 

$2,086,349

 

 

$924,224

 

 

$1,162,125

 

 

 

126%

Cost of revenue, product sales

 

 

228,406

 

 

 

409,510

 

 

 

(181,104 )

 

 

(44 )%

Total Cost of Revenue

 

 

2,314,755

 

 

 

1,333,734

 

 

 

981,021

 

 

 

74%

 

Cost of revenue increased by $981,021, or 94% due to the Company’s recent acquisitions which increased cost of service revenue, partially offset by a reduction in cost of product sales revenue. This reduction was driven by a strategic shift in the Company’s marketing approach for certain subsidiaries, emphasizing advertising (recorded under operating expenses), and reducing reliance on affiliate sales (recorded under cost of revenue). Lower product sales from the Mighty Deals and Vital Reaction subsidiaries also contributed to the offset. The Company’s gross profit margins decreased 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.

 

Operating Expenses

 

Selling, General and Administrative

 

General and Administrative expenses increased by $1,751,303, or 69% during the six months ended June 30, 2025 compared to 2024. The increase was primarily due to an increase in advertising and marketing costs of $718,000, an increase in stock-based compensation expense of $254,000, increase in contractor and compensation costs of $142,000, increase in other general and administrative costs of $198,000, including travel and merchant fees, and an increase in amortization expenses of $352,000 associated with the acquired intangible assets not present in the comparable period.

 

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.

 

Professional Fees and Acquisition Costs

 

Professional fees increased by $182,201, or 45% during the six months ended June 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 $65,673 in acquisition costs during the six months ended June 30, 2025 compared to $103,287 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 based on acquisitions.

 

Other Income and expense

 

Total other expense was $66,193 during the six months ended June 30, 2025, compared to other expense of $45,065 during 2024. The increase in other expense was driven by an increase in interest expense from increased loan balances.

 

Business Segment Results of Operations

 

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:

 

 
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Selected Financial Data by Business Segment

 

Net sales and operating profit of the Company’s business segments exclude intersegment sales, cost of sales and profit as these activities are eliminated in consolidation and thus are not included in management’s evaluation of performance of each segment. Sales, cost of sales and operating profit for each of our business segments were as follows:

 

 

 

For the Six Months ended

June,

 

 

 

2025

 

 

2024

 

Revenue

 

 

 

 

 

 

B2B

 

$3,668,685

 

 

$1,593,597

 

B2C

 

 

2,291,467

 

 

 

1,719,904

 

Total revenue

 

$5,960,152

 

 

$3,313,501

 

 

 

 

 

 

 

 

 

 

Cost of Sales

 

 

 

 

 

 

 

 

B2B

 

$2,035,130

 

 

$911,199

 

B2C

 

 

279,625

 

 

 

422,535

 

Total Cost of Sales

 

$2,314,755

 

 

$1,333,734

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

 

 

 

 

 

 

 

B2B

 

$19,628

 

 

$201,688

 

B2C

 

 

378,419

 

 

 

215,865

 

Total business segment operating income (loss)

 

 

398,047

 

 

 

417,553

 

Unallocated items

 

 

(1,690,111 )

 

 

(1,479,357 )

Total consolidated operating income (loss)

 

$(1,292,064 )

 

$(1,061,804 )

 

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.

 

B2B

 

Our B2B segment includes the results of operations of Eastern Standard, RevenueZen, DDS Rank, SEO Butler, Contentellect, and DealPipe. These entities share similar characteristics such as customers being businesses and being primarily service-related revenue.

 

B2B revenue increased by $2,075,088 or 130% during the six months ended June 30, 2025 compared to the six months ended June 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 $2,168,000.

 

B2B total operating income decreased by $182,060 or 90% during the six months ended June 30, 2025 compared to the six months ended June 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.

 

B2C

 

Our B2C segment includes the results of operations of Proofread Anywhere, Onfolio Assets, Mighty Deals, and Vital Reaction. These entities share characteristics such as the end customers being individual consumers, and sales being more focused on product sales, including digital sales.

 

 
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B2C revenue increased by $571,563 or 33% during the six months ended June 30, 2025 compared to the six months ended June 30, 2024.  The increase is primarily due to an increase in digital product sales within the Company’s Proofread Anywhere subsidiary.

 

B2C incurred total operating income of $378,419 during the six months ended June 30, 2025 compared to an operating income of $215,865 during the six months ended June 30, 2024, primarily due to the increase in sales from the Proofread Anywhere subsidiary.

 

Liquidity and Capital Resources

 

Our primary source of operating cash inflows are payments from portfolio companies.  In addition, the Company has raised approximately $1,500,000 pursuant to a private offerings of Series A preferred stock through June 30, 2025, $976,800 in notes payable and repaid $2,164,498 on its acquisition notes.

 

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, 2024 filed with the Securities and Exchange Commission on April 16, 2025 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 June 30, 2025, 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. 

 

Cash used in operating activities

 

Net cash used in operating activities was $575,164 and $763,747 for the six months ended June 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.

 

Cash used in investing activities

 

Net cash used in investing activities was $0 and $304,000 for the six months ended June 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.

 

Cash provided by financing activities

 

Cash flows provided by financing activities was $585,097 for the six months ended June 30, 2025 compared to cash provided by financing activities of $415,749 during the six months ended June 30, 2024. During the 2025 period, we received $865,965 in proceeds from sales of Series A preferred stock and we paid $201,848 in dividends to preferred stockholders, made payments totaling $266,295 on notes payable, made payments totaling $133,845 related to contingent consideration and made distributions totaling $37,680 to our non-controlling interest holders. During the 2024 period, we received $10,000 in proceeds from sales of Series A preferred stock, $417,900 in proceeds from notes payable, and $200,000 in proceeds from related party notes payables, made payments of $151,035 in dividends to preferred stockholders, made payments totaling $56,516 on notes payable, made payments of $1,000 on related party notes payable, and $3,600 in distribution to non-controlling interest holders.

 

 
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Critical Accounting Policies

 

The following are the Company’s critical accounting policies:

 

Investment in Unconsolidated Entities – Equity and Cost Method Investments

 

We account for our interests in entities in which we are able to exercise significant influence over operating and financial policies, generally 50% or less ownership interest, under the equity method of accounting. In such cases, our original investments are recorded at cost and adjusted for our share of earnings, losses and distributions. We account for our interests in entities where we have virtually no influence over operating and financial policies under the cost method of accounting. In such cases, our original investments are recorded at cost and any distributions received are recorded as income. Our investments in OnFolio JV I, LLC (“JV I”), OnFolio JVII, LLC (“JVII”) and OnFolio JVIII, LLC (“JVIII”) are accounted for under the cost method. All investments are subject to our impairment review policy.

 

The current investment in unconsolidated affiliates accounted for under the equity method consists of a 35.8% interest in OnFolio JV IV, LLC (“JV IV”), which is involved in the acquisition, development and operation of websites to produce adverting revenue.

 

Variable Interest Entities

 

Variable interest entities (“VIEs”) are consolidated when the investor is the primary beneficiary. A primary beneficiary is the variable interest holder in a VIE with both the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and the obligation to absorb losses, or the right to receive benefits that could potentially be significant to the VIE. Management concluded that the joint ventures do not qualify as variable interest entities under the requirements of ASC 810. The Company accounts for its investments in the joint ventures under either the cost or equity method based on the equity ownership in each entity.

 

Revenue Recognition

 

The Company primarily earns revenue through website management, digital services, advertising and content placement on its websites, product sales, and digital product sales. Management services revenue is earned and recognized on a monthly basis as the services are provided. Advertising and content revenue is earned and recognized once the content is presented on the Company's sites in accordance with the customer requirements. Product sales are recognized at the time the product is shipped to the customer. In certain circumstances, products are shipped directly by a supplier to the end customer at the Company's request. The Company determined that it is the primary obligor in these contracts due to being responsible for fulfilling the customer contract, establishing pricing with the customer, and taking on credit risk from the customer. The Company recognizes revenue from these contracts with customers on a gross basis. Digital product sales represent electronic content that is transferred to the customer at time of purchase. The Company also earns revenue from online course subscriptions that may have monthly or annual subscriptions. In circumstances when a customer purchases an annual subscription upfront, the Company defers the revenue until the performance obligation has been satisfied.

 

Revenue is recognized based on the following five step model:

 

 

-

Identification of the contract with a customer

 

-

Identification of the performance obligations in the contract

 

-

Determination of the transaction price

 

-

Allocation of the transaction price to the performance obligations in the contract

 

-

Recognition of revenue when, or as, the Company satisfies a performance obligation

 

The Company amortizes acquired definite-lived intangible assets over their estimated useful lives. Other indefinite-lived intangible assets are not amortized but subject to annual impairment tests.

 

 
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Long-lived Assets

 

Property and equipment are stated on the basis of historical cost less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. Major renewals and improvements are capitalized, while minor replacements, maintenance and repairs are charged to current operations.

 

In accordance with ASC 360 “Property Plant and Equipment,” the Company reviews the carrying value of intangibles subject to amortization and long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

 

Recoverability of long-lived assets is measured by comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value.

 

Off-balance sheet arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

Contractual commitments

 

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 June 30, 2025. (See Note 13 for further details.)

 

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 June 30, 2025, the Company estimated the remaining obligations owed under the revenue share obligation to be $85,975,

 

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 June 30, 2025, the Company estimated the remaining obligations owed under the revenue share provisions to be $121,056 resulting in a change in the fair value of the continent consideration of $72,050.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not applicable.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our “disclosure controls and procedures” (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2025, the end of the period covered by this Quarterly Report on Form 10-Q. The term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is accumulated and communicated to a company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Based on the evaluation of our disclosure controls and procedures as of June 30, 2025, our management, with the participation of our principal executive officer and principal financial officer has concluded that, based on such evaluation, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were not effective due to the material weakness described below. However, our management, including our principal executive officer and principal financial officer, has concluded that, notwithstanding the identified material weakness in our internal control over financial reporting, the financial statements in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.

 

 
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Material Weakness in Internal Controls Over Financial Reporting

 

We identified a material weakness in our internal control over financial reporting that exists as of June 30, 2025. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. We determined that we had a material weakness because:

 

 

·

Due to our small size, and our limited number of personnel, the design and maintenance of controls over the review and documentation of manual journal entries and review was ineffective. These control deficiencies did not result in adjustment to the consolidated financial statements.

 

 

 

 

·

The design and maintenance of controls over the accounting for website design and implementation and website management revenues was ineffective. These control deficiencies resulted in immaterial adjustments to the consolidated financial statements.

 

 

 

 

·

The design and maintenance of effective internal controls over the accounting for impairment of goodwill and intangible assets and purchase accounting was ineffective. Specifically, certain control activities to ensure the impairment testing was performed in the appropriate order and that the assumptions used in developing the estimated fair value of the assets subject to impairment testing were not performed on a timely basis or at the appropriate level of precision. These control deficiencies resulted in the revision of the Company's consolidated financial statements for the year ended December 31, 2023 and the quarterly periods in 2024.

 

Notwithstanding the material weaknesses in our internal control over financial reporting, we have concluded that the consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with GAAP.

 

Management’s Plan to Remediate the Material Weakness

 

With the oversight of senior management, management is working towards remediation of these weaknesses in 2025 including addition of accounting personnel and to evaluate and implement procedures that will strengthen our internal controls. While we believe these measures will remediate the material weakness identified and strengthen our internal control over financial reporting, there is no assurance that we will demonstrate sufficient improvement that the material weakness will be remediated. We are committed to continuing to improve our internal control processes and will continue to diligently review our financial reporting controls and procedures. 

 

Changes in Internal Control

 

There have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 
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PART II — OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

 

ITEM 1A. RISK FACTORS.

 

In addition to the information set forth in this Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A. Risk Factors in our 2024 Form 10-K, as filed with the SEC on April 16, 2025 which could materially affect our business, financial condition or future results. The risks described in this Form 10-Q and in our 2024 Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition or future results. If any of the risks actually occur, our business, financial condition, and/or results of operations could be negatively affected. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

 

We have incurred operating losses since our inception and we may continue to incur substantial operating losses for the foreseeable future.

 

We were incorporated on July 20, 2020, and have conducted operations since May 2019. We have incurred operating losses and experienced negative cash flow since our inception. We incurred a net loss of $1,773,942 for the year ended December 31, 2024 and $1,340,867 for the six months ended June 30, 2025. We anticipate that we will continue to incur operating losses through at least 2025.

 

We may not be able to generate sufficient revenue from owning and/or managing our online businesses to achieve profitability. We expect to continue to make significant operating and capital expenditures for acquisitions of online businesses, technologies, or other assets; and for marketing, working capital and general corporate purposes. As a result, we will need to generate significant revenue to achieve profitability. We cannot assure you that we will ever achieve profitability.

 

Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern.

 

As described in Note 3 of our audited financial statements contained in our Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission on April 16, 2025, our auditors have issued a going concern opinion on our December 31, 2024 financial statements, expressing substantial doubt that we can continue as an ongoing business for the next twelve months after issuance of their report based on our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing, debt financing and/or related party advances, however there is no assurance of additional funding being available. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. If we cannot raise the necessary capital to continue as a viable entity, we could experience a material adverse effect on our business and our stockholders may lose some or all of their investment in us.

 

We can provide no assurances that any additional sources of financing will be available to us on favorable terms, if at all. Our forecast of the period of time through which our current financial resources will be adequate to support our operations and the costs to support our general and administrative and acquisition activities are forward-looking statements and involve risks and uncertainties.

 

 
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If we do not succeed in raising additional funds on acceptable terms, we could be forced to delay or curtail potential website acquisitions, forego sales and marketing efforts, and forego potential attractive business opportunities. Unless we secure additional financing, we will be unable to continue to execute on our business plan.

 

We require additional capital to support our present business plans and our anticipated business growth, and such capital may not be available on acceptable terms, or at all, which would adversely affect our ability to operate.

 

We will require additional funds to further develop our business plan. Based on our current operating plans, we believe we need to make additional acquisitions of online businesses, technologies, or other assets to generate enough cashflow to carry our overhead costs. We may choose to raise additional capital in order to expedite and propel growth more rapidly. We can give no assurance that we will be successful in raising any additional funds. Additionally, if we are unable to generate sufficient revenues from our sales and operating activities, we may need to raise additional funds, doing so through debt and equity offerings, in order to meet our expected future liquidity and capital requirements, including capital required for operations. Any such financing that we undertake will likely be dilutive to current stockholders.

 

We intend to continue to make investments to support our business growth, including acquiring additional online businesses. In addition, we may also need additional funds to respond to other business opportunities and challenges, including our ongoing operating expenses, protecting our intellectual property, satisfying debt and series A preferred stock payment obligations, and enhancing our operating infrastructure. While we may need to seek additional funding for such purposes, we may not be able to obtain financing on acceptable terms, or at all. In addition, the terms of our financings may be dilutive to, or otherwise adversely affect, holders of our common stock. We may also seek to raise additional funds through arrangements with collaborators or other third parties. We may not be able to negotiate any such arrangements on acceptable terms, if at all. If we are unable to obtain additional funding on a timely basis, we may be required to curtail or terminate some or all our business plans.

 

We cannot predict our future capital needs and we may not be able to secure additional financing.

 

We will need to raise additional funds in the future to fund our working capital needs and to fund further expansion of our business. We may require additional equity or debt financings, collaborative arrangements with corporate partners or funds from other sources for these purposes. No assurance can be given that necessary funds will be available for us to finance our development on acceptable terms, if at all. Furthermore, such additional financings may involve substantial dilution of our stockholders or may require that we relinquish rights to certain of our technologies or products. In addition, we may experience operational difficulties and delays due to working capital restrictions. If adequate funds are not available from operations or additional sources of financing, we may have to delay or scale back our growth plans.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

The following is a summary of all securities that we have sold during the period covered by this report without registration under the Securities Act of 1933, as amended (the “Securities Act”): 

 

During the three months ended June 30, 2025, our Company sold 5,200 shares of Series A preferred stock at $25 per share for total consideration of $130,000.

 

All of the securities were offered and sold in reliance upon exemptions from registration under Section 4(a)(2) of the Securities Act and/or (i) Rule 506 of Regulation D promulgated thereunder; or (ii) Regulation S promulgated thereunder. No underwriters were utilized, and no commissions or fees were paid with respect to any of the above transactions. 

 

 
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

(a)

Dominic Wells Employee Agreement Amendment

 

On March 25, 2025, Onfolio Holdings Inc. (the “Company”) entered into an employee agreement amendment with Dominic Wells, the Company’s Chief Executive Officer. The employee agreement amendment changes Mr. Wells’ base salary to $240,000 per year, effective January 1, 2025.

 

The description of Mr. Wells’ employee agreement amendment is not complete and is qualified in its entirety by reference to the employee agreement amendment attached hereto as Exhibit 10.1, which is incorporated by reference herein.

 

(b)

None

(c)

Trading Arrangements

 

During the three months ended June 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5- 1(c) under the Exchange Act or any “non-Rule 10b5-1 arrangement” as defined in Item 408(c) of Regulation S-K.

 

ITEM 6. EXHIBITS.

 

The following exhibits are included herein:

 

Exhibit No.

 

Description of Exhibit

10.1

 

Employee Agreement Amendment March 25, 2025 – Dominic Wells

31.1*

 

Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, executed by the Principal Executive Officer of the Company.

31.2*

 

Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, executed by the Principal Financial Officer of the Company.

32.1**

 

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Principal Executive Officer of the Company.

32.2**

 

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Principal Financial Officer of the Company.

101.INS*

 

Inline XBRL Instance Document

101.SCH*

 

Inline XBRL Taxonomy Extension Schema Document

101.CAL*

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

 

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

* Filed herewith.

**Furnished herewith.

 

 
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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

ONFOLIO HOLDINGS INC.

 

 

 

 

Date: August 14, 2025

By:

/s/ Dominic Wells

 

 

 

Dominic Wells

Chief Executive Officer

(Principal Executive Officer)

 

 

 

 

 

Date: August 14, 2025

By:

/s/ Adam Trainor

 

 

 

Adam Trainor Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 

 
43

Source: View Original Filing on SEC EDGAR

FAQ

What were Onfolio's (ONFOW) total revenues for the six months ended June 30, 2025?

Total revenue for the six months ended June 30, 2025 was $5,960,152 compared with $3,313,501 for the same period in 2024.

Did Onfolio report a profit for the six months ended June 30, 2025?

No. The company reported a net loss of $1,340,867 for the six months ended June 30, 2025 (net loss attributable to Onfolio: $1,363,991).

What is the company's cash position and short-term liquidity as of June 30, 2025?

Cash on hand was $514,259 at June 30, 2025; principal maturities due in fiscal 2025 totaled $828,100, indicating near-term financing needs.

Has Onfolio raised capital during the period?

Yes. The company sold Series A preferred stock for $830,000 in cash during the six months ended June 30, 2025.

Does the filing mention any going-concern risk for ONFOW?

Yes. The company states that substantial doubt exists about its ability to continue as a going concern due to recurring losses and the need for additional financing.
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Onfolio Holdings

NASDAQ:ONFOW

ONFOW Rankings

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[Form 4] Onfolio Holdings Inc. Warrant Insider Trading Activity

ONFOW Stock Data

6.26M
Internet Content & Information
Services-computer Processing & Data Preparation
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United States
WILMINGTON