Item 1. Business
ITEM 1. BUSINESS
Company Overview
Prior to the completion of the Transactions, we
operated a network of consumer applications. Our product portfolio included Paltalk, Camfrog and Tinychat, which together hosted a large
collection of video-based communities. Our other products included Vumber, which is a telecommunications services provider that enables
users to communicate privately by having multiple phone numbers with any area code through which calls can be forwarded to a user’s
existing telephone number. As discussed below, following the Transactions, we continue to support our ManyCam software, which is a live
streaming software and virtual camera that allows users to deliver professional live videos on streaming platforms, video conferencing
apps and distance learning tools.
Following the Transactions, we provide a comprehensive
range of IT-related services, including dedicated server hosting, cloud hosting, data storage, managed security, backup and disaster recovery,
and other related services including consulting and implementing technology solutions for large enterprise and commercial clients across
the United States as well as small-and-medium sized businesses. We have an over 20-year history of technology innovation and hold eight
patents.
We were incorporated under the laws of the State of Delaware in 2005.
Our principal executive office is located at 30 Jericho Executive Plaza Suite 400E, Jericho, NY 11753.
Our IT and Cloud-Based Solutions
We sell and provide a range of services across
five core areas, each as further described below: managed IT security services, professional services, procurement services, secure private
cloud hosting, managed backup and disaster recovery and web hosting.
Managed IT Security Services
Our managed IT security services provide clients
with ongoing management and support of their IT systems and services under a subscription or contract-based model. Our managed IT security
services include proactive monitoring, regular system maintenance, comprehensive cybersecurity management, data backup, and disaster recovery,
as well as help desk support for users. Managed IT security services are intended to ensure that a client’s IT infrastructure and
services remain operational, secure and optimized. Customers of our managed IT security services typically pay a recurring fee, often
based on service-level agreements that define the specific services and performance metrics.
Professional Services
Our professional services include the design and
implementation of a wide range of IT products and services, such as cybersecurity, software planning, IT infrastructure, data center design
and configuration, designing and implementing on-premises, hybrid or cloud computing solutions, website development, developing or integrating
systems and software and IT cost management. Customers of our professional services are typically invoiced either based on a time and
materials basis or on a straight-line basis for all fixed fee arrangements.
Procurement Services
We offer two types of procurement services to our customers. We can
either: (i) obtain software and hardware products on behalf of our customers, in which case our vendors drop ship the products to our
end customers, or (ii) obtain hardware or software on behalf of our customers and perform additional configuration and/or add additional
inputs to the products before the products are shipped to our customers. In the instance where we sell hardware and software products
as a solution bundled with services, we typically obtain the products or software from our vendors, add the additional inputs/configuration
as detailed in the customer contract, and then ship the products to the end customer. For each type of procurement service, our customers
have their own negotiated contract and payment terms. When we provide a combination of hardware and software products with the provision
of services, we will separately identify our performance obligations under the contract and the hardware and/or software products or services
that will be provided. The total transaction price for an arrangement with multiple performance obligations is typically allocated at
contract inception to each performance obligation in proportion to the stand-alone selling price of the hardware or software. The selling
price is the price at which we would sell a promised good or service separately to a customer. We estimate the price based on observable
inputs, including direct labor hours and allocable costs, or use observable stand-alone prices when they are available.
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Secure Private Cloud Hosting
Our secure private cloud hosting offerings include
a digital infrastructure which consists of dedicated and fully isolated cloud environments designed to deliver security, control and compliance
for business-critical applications and client data.
We operate a secure private cloud from private
suites in completely isolated areas that are leased within two Tier 3 data center facilities located in Phoenix, Arizona, and Edison,
New Jersey (the “Data Centers”), pursuant to certain license agreements. The terms of the license agreements for the Data
Centers located in Arizona and New Jersey extend through 2027 and 2026, respectively. Although we do not own or operate the Data Centers,
we aim to use the high-level operations and standards provided by the Data Centers through our license agreements to provide our customers
with secure and flexible cloud services. The Data Centers each conform to The Uptime Institute’s Tier 3 Certification, which is
a globally recognized standard for validating critical data center infrastructure. The Tier 3 classification provides us with a degree
of confidence that the Data Centers provide the necessary power, cooling, maintenance, and fault tolerance required for secure and reliable
operations. Our critical infrastructure, hosted within the Data Centers, is designed to meet and exceed Tier 3 standards in all relevant
categories. This allows us to deliver secure and compliant services to customers within heavily regulated industries, including financial
services, healthcare, and other highly regulated industries. Additionally, we incorporate a redundant, carrier-neutral network design
for communications paths, along with multiple hosting locations for our services, which improve the availability and resilience of our
cloud services.
We leverage state-of-the-art security measures,
including data encryption, network segmentation, advanced firewalls, multi-factor authentication and continuous monitoring to safeguard
against unauthorized access and cyber threats. We believe our secure private cloud hosting provides our clients with strong availability,
data integrity and reliable performance, while meeting stringent compliance requirements. Our secure private cloud hosting solutions are
backed by 24/7 support from our expert team, with the goal of delivering secure, flexible and resilient infrastructure tailored to each
client’s unique business needs. In the future, we plan to make arrangements with third parties to incorporate artificial intelligence
(“AI”) features into our secure private cloud offerings. Revenue from such cloud services is recognized ratably over the period
in which the cloud services are provided.
Managed Backup and Disaster Recovery
Our managed backup and disaster recovery solutions
provide comprehensive protection for customers’ critical data and IT infrastructure, which is intended to ensure business continuity
and rapid recovery in the event of data loss, cyberattacks or system failures. We utilize advanced backup technologies with automated,
regular data backups, off-site replication and secure storage to prevent data corruption or loss. Our disaster recovery solutions are
designed to offer quick restoration of systems and data with minimal downtime, supported by flexible recovery plans tailored to meet customers’
specific needs. With continuous monitoring, end-to-end encryption, and expert support available 24/7, we aim to ensure that our customers’
data is secure, accessible and compliant with industry standards. Pricing for our managed backup and disaster recovery solutions is based
upon the customer contract and depends on the amount of backup storage needed. Customers are typically charged set rates per the contract
and are charged monthly based on usage.
Web Hosting
Our web hosting services consist of several advanced
security measures, including Secure Sockets Layer and Transport Layer Security (“SSL/TLS”) encryption, firewalls, distributed
denial-of-service (“DDoS”) protection, malware scanning, and secure server configurations. Our web hosting services include
features such as regular data backups, web application firewalls, strict access control policies and continuous monitoring and expert
support, all of which are intended to ensure our customers’ compliance with industry standards and provide a reliable and secure
environment for our customers’ online presence. Our web hosting services are designed to provide customer websites with an additional
layer of protection from cyber attacks and threats. Each of our customers has their own contract and payment terms with respect to our
web hosting services. The duration of such contracts is typically between one and four years, although the term may vary based on the
needs of each particular customer. Customers of our web hosting services are invoiced on a monthly basis and pay a monthly fee, with revenue
recognized on a monthly basis.
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Our ManyCam Software Product
Following the Transactions, we continue to support
our ManyCam software, which is a live streaming software and virtual camera that allows users to deliver professional live videos on streaming
platforms, video conferencing apps and distance learning tools. The ManyCam software provides multiple camera feeds, backgrounds and effects
while also enabling users to share presentations, spreadsheets and documents. We anticipate integrating ManyCam as an offering for our
new customers and seek to optimize our cross-selling efforts of ManyCam with our other technology solutions.
Customers
We serve a diverse customer
base across various industries including, among others, finance, legal, healthcare and manufacturing, providing innovative solutions that
enhance operational reliability and prevent cybersecurity risk.
Seasonality
Other than our procurement
services, our business generally does not experience significant seasonality, and demand for our solutions remains steady throughout the
year. Our procurement services experience a seasonal pattern as revenues will typically be lower as our customers get closer to the end
of their budgeted spending periods, which generally tend to be the fourth quarter.
Employees and Human Capital
We are committed to fostering a diverse and inclusive workplace, investing
in employee development, and maintaining a strong culture of innovation and collaboration. As of March 14, 2025, we had 55 full-time employees
and one part-time employee. We believe that our future success depends, in part, on our continued ability to hire, assimilate and retain
qualified personnel. We attract and retain employees by offering training, bonus opportunities, competitive salaries and a comprehensive
benefits package.
Company Business Strategies
Cloud Infrastructure and Cybersecurity Solutions
Our continued growth depends on attracting new
customers through the introduction of new services and further penetration of the cloud infrastructure and cybersecurity sectors. Our
principal growth strategy is to invest in the development of proprietary solutions, expand our sales and marketing efforts with respect
to such solutions, and increase our customer base through potential platform partnerships and new and existing advertising campaigns that
we run through internet and mobile advertising networks, all while balancing the capital needs of our business. With respect to our cloud
infrastructure solutions, we intend to drive growth by leveraging strategic partnerships, expanding our market reach by leveraging our
high-performance, scalable solutions, and optimizing deployment speed to meet the evolving needs of enterprises migrating to the cloud.
Our strategy for cybersecurity solutions focuses on delivering cutting-edge, compliance-driven security solutions through an integrated
approach, prioritizing proactive threat mitigation, automation, and seamless implementation to enhance customer trust and accelerate adoption.
Our strategy is to approach these opportunities
in a measured way, being mindful of our resources and evaluating factors such as potential revenue, time to market and amount of capital
needed to invest in the opportunity.
Acquiring and Investing in Complementary Technologies
and Businesses
Our strategy also includes acquiring, or investing
in technologies, solutions or businesses that complement our business and cross-selling them to additional synergistic businesses. In
furtherance of this strategy, we have strategically added specialized employees and complementary companies, products and technologies
to our existing business. In addition, we continue to explore strategic opportunities, including, but not limited to, potential mergers
or acquisitions of other assets or entities that are synergistic to our business.
Defend our Intellectual Property
We have a portfolio of eight issued patents. We
have successfully defended certain of our intellectual property in the past and have historically generated revenue through licensing
fees for the use of our patents. We intend to continue defending our intellectual property rights.
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Marketing Strategy
We invest
in advertising and marketing primarily for the purpose of acquiring customers for our products and solutions. By emphasizing our
deep expertise in cloud infrastructure, cybersecurity, and managed services, we differentiate from commodity providers through a consultative
approach that drives strategic value. We aim to accelerate growth through targeted industry verticals, strategic partnerships, and direct
client engagement, leveraging our proven ability to streamline IT operations, enhance security postures, and enable businesses to focus
on their core objectives. We believe our proactive, high-touch service model ensures long-term client relationships and sustained competitive
advantage in a rapidly evolving market.
We sell our solutions exclusively through our sales force. Our sales
force is comprised of senior account executives that concentrate on named account territories, senior solution architects that provide
dedicated support to our senior account executives and affiliate sales efforts, as well as other sales personnel that manage inbound leads
from our website and referrals from Newtek under our referral arrangement. In addition to managing client relationships, our sales force
is focused on expanding the number of solutions our customers purchase from us by introducing them to additional solutions. Going forward,
we plan to utilize search engine optimization, search engine marketing, generative engine optimization and targeted marketing campaigns
in furtherance of our goals.
Competition and Our Industry
Competition in our industry remains fierce. The
market for cloud-managed IT and cybersecurity solutions is extremely dynamic and is undergoing constant change. We believe this environment
creates significant opportunities for us as well as our direct and indirect competitors. Our principal competitors are managed IT service
providers, such as Konica Minolta Business Solutions, Rackspace Technology, Inc., Cognizant Technology Solutions Corporation, NTT Ltd.,
All Covered, Flexential, DXC Technology Company, Logicalis Group, Insight Enterprises, Inc., and CDW Corporation.
Many of our competitors have substantially greater
financial, managerial, technological and other resources than we do and may be more effective at developing, promoting and supporting
their products. Additionally, our competitors may offer products and services that we do not provide, which may have desirable features
or may be offered at lower prices. In addition, many of our competitors have more extensive customer bases and broader customer relationships
than we have, including relationships with our potential customers. Additionally, in the future, we plan to make arrangements with
third parties to incorporate AI features into our secure private cloud offerings. Developments in the AI sector are occurring at a rapid
pace, and our competitors’ services may already include AI features.
In order to compete effectively, we seek to offer
solutions that are differentiated from existing services, superior in quality and more appealing than those of our competitors. We believe
that our solutions compete favorably against those offered by our competitors due to our hands-on, white-glove consulting approach, which
we believe goes beyond standard offerings to deliver personalized, expert driven solutions. Unlike providers that take a one-size-fits-all-approach,
we aim to strategically advise our customers, enabling businesses to offload complex IT, cloud, and cybersecurity needs to a trusted advisor.
This allows our customers to focus on higher-value initiatives, while we provide execution, proactive problem solving, and a fully-optimized
technology environment tailored to their specific goals.
Governmental Regulations and Other Compliance Obligations
We are subject to a number of U.S. federal and
state laws, regulations and policies that affect companies conducting business on the internet, many of which are still evolving and being
litigated in the courts and could be interpreted in ways that could harm our business. These laws and regulations may involve, among other
things, AI, intellectual property, distribution, electronic contracts, competition, wiretapping, consumer protection and taxation. The
application and interpretation of these laws, regulations and policies are often uncertain and may have unpredictable consequences, particularly
in the new and rapidly evolving industry in which we operate.
We are subject to periodic examination by regulators
under the authority of the Federal Financial Institutions Examination Council (“FFIEC”) under its Guidance on the Supervision
of Technology Services Providers and the Gramm-Leach-Bliley Act of 1999, and federal, state and other laws that apply to technology service
providers as a result of the services we provide to the institutions and entities they regulate. As a technology service provider, we
are examined by federal financial regulators on a rotating basis. These examinations are based on guidance from the FFIEC, which is a
formal interagency body empowered to prescribe uniform principles, standards and report forms for the examination of financial institutions
and to make recommendations to promote uniformity in the supervision of financial institutions. The examinations cover a wide variety
of subjects, including our management, acquisition and development activities, support and delivery, information technology audits, cybersecurity,
as well as our disaster preparedness and business recovery planning. The FFIEC has broad supervisory authority to remedy any shortcomings
identified in an examination. Following an examination, our financial institution customers may request the open section of the report
of examination through their lead examination agency.
The regulatory landscape related to generative
AI and machine learning is rapidly evolving and is likely to remain uncertain for the foreseeable future. As we develop products or incorporate
technologies from third parties, such as generative AI and machine learning, we must comply with applicable laws and regulation.
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Company Internet Site and Availability of SEC Filings
Our corporate website is located at www.ipm.com .
We make available on that site, as soon as reasonably practicable, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, proxy
statements, Current Reports on Form 8-K, other reports filed with or furnished to the Securities and Exchange Commission (“SEC”),
as well as any amendments to those filings. Our SEC filings, as well as our Code of Conduct and other corporate governance documents,
can be found in the Investor Relations section of our site and are available free of charge. Amendments to our Code of Conduct and any
grant of a waiver from a provision of the Code of Conduct requiring disclosure under applicable SEC rules will be disclosed on our website.
Information on our website is not part of this Annual Report on Form 10-K. In addition, the SEC maintains a website at www.sec.gov
that contains reports, proxy and information statements, and other information regarding us and other issuers that file electronically
with the SEC.