What changed in this filing

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Item 1. Business

2025-04-16 compared with 2024-04-01 · 56 added, 37 removed, 321 unchanged (22% of the section changed)

Company Overview

We acquire controlling interests in and actively manage small 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 online businesses with these characteristics, we believe we offer investors in our shares an opportunity to diversify their own portfolio risk.

Onfolio Holdings Inc.

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Unless the context otherwise requires, all references to “our Company,” “we,” “our” or “us” and other similar terms means Onfolio Holdings Inc., a Delaware corporation, and our wholly owned subsidiaries.

Our long-term goal is to build a world-class holding company that acquires, operates, and scales profitable online businesses.

We aim to do this through operational excellence, smart capital deployment, strong leadership and infrastructure, and the maintenance of an innovator and small business owner’s mindset.

Our ideal acquisition candidate has the following characteristics:

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(1) the business track record of revenue and earnings; (2) the type of business; (3) the experience and skill of the active management team of the business; (4) our assessment of the longevity and staying power of the underlying business; and (5) the potential for revenue growth and capital appreciation.

Additionally, as our portfolio has grown, we are becoming more strategic with our acquisition targets and seek acquisitions where 1+1=3.

This means that such an acquisition would either fill a gap in our organizational chart, allow an existing portfolio company to grow, or enable one or more of our existing portfolio companies grow the target company.

We currently consider the following types of business models to be ideal 1+1=3 acquisitions for our existing portfolio:

Online courses that have overlap with our existing course portfolio and their audiences;

Online services that have service and client overlap with our existing agency portfolio.

Over time, we expect the definition of an ideal 1+1=3 acquisition to evolve and widen as our portfolio grows and our surface area for strategic acquisitions expands.

We typically acquire ownership in our businesses utilizing one or more of the following:

cash, debt, shares of our Series A Preferred stock, rollover interest or joint venture with one of our Onfolio Agency SPV vehicles that utilizes its own cash to acquire a portion of the acquired business.

Our Company, through our 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”.

Our Company does not hold any equity interest in the 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.

As we grow our team, we may not be able to find, vet, and acquire businesses at the speed required for short term financial performance.

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We have grown businesses where digital marketing is the leverage point, and our experience and multi-channel skillset allows us to add a lot of value to existing efforts.

This may give us us the opportunity to continue to grow the majority of our acquisitions organically.

This may give us the opportunity to continue to grow the majority of our acquisitions organically.

We also believe that due to our corporate structure, our comfort with utilizing a remote workforce, and our status as a public company, we may be able to attract and incentivize talent to help both with our deal flow and acquisition efforts, and our organic growth.

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Before we acquire any online business that deals with physical products, we research reviews of the products online to see if there is a large number of complaints.

We also look at the refund rate, and if dealing with a manufacturer on somewhere such as Alibaba, we also look at that manufacturer’s reviews.

We look at the refund rate, and if dealing with a manufacturer on somewhere such as Alibaba, we also look at that manufacturer’s reviews.

We also ask for any relevant certificates, licenses, or compliance documents.

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We require the manufacturer provide a 3rd party Certificate of Analysis (COA) of the products, which we then replicate with an independent 3rd party laboratory.

Before we acquire service businesses, such as those offering SEO or digital marketing services, we research and evaluate the company's reputation and client feedback across various platforms to gauge overall customer satisfaction.

Before we acquire service businesses, such as those offering SEO or digital marketing services, we research and evaluate the company's reputation and acquire feedback across various platforms to gauge overall customer satisfaction.

Additionally, we assess the rate of client retention and contract renewals, as these are strong indicators of the quality and value of the services provided.

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Our management strategy involves a combination of sharing resources across online businesses, and employing dedicated managers of individual online businesses.

We give a lot of autonomy to our individual managers, supporting them where necessary, but otherwise allowing them the freedom to grow the online businesses in line with their goals and responsibilities.

We set clear objectives for our businesses in collaboration with individual managers, and then entrust them with the autonomy to execute strategic decisions within these established parameters.

We support them where necessary, but otherwise empower these subject matter experts with the operational freedom to grow the online businesses in line with their responsibilities and our shared objectives.

Our Online Businesses

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We own and/or manage the following 20 online businesses:

Eastern Standard - Own

In October 2024, we acquired Eastern Standard, a premier digital agency specializing in brand strategy, website development, and digital marketing.

Eastern Standard provides tailored solutions across various industries, helping clients enhance their online presence through strategic branding, search engine optimization (SEO), and user-focused design.

Our Company holds a 53% ownership stake in Eastern Standard, while the OA SPVs maintain a 37% equity interest, and the Eastern Standard founders maintain a 10% roll-over equity interest and continue to serve in leadership roles on the Eastern Standard team.

DDSrank.com - Own

In June 2024, we acquired DDS Rank, an online service provider that works with dental professionals to grow their online presence and patient base.

DDS Rank offers digital marketing services such as search-engine optimization, paid advertising, and web design.

DDS Rank enjoys a strong reputation in its field, specializing in helping dentists improve search engine visibility and attract more patients.

Our Company holds a 66% ownership stake in DDS Rank, while OA SPV maintains a 34% equity interest.

RevenueZen.com - Own

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Our Company holds a 100% ownership stake in SEOButler.com.

Preventdirectaccess.com/Passwordprotectwp.com - Own

In October 2022, we acquired Preventdirectaccess.com/Passwordprotectwp.com, which provide a suite of optimization, customization, privacy and security products and services for WordPress websites, with the core offerings consisting of (i) the WordPress plugin known as PREVENT DIRECT ACCESS available via the website preventdirectaccess.com, and (ii) the WordPress plugin known as PASSWORD PROTECT WORDPRESS available via the website passwordprotectwp.com.

Preventdirectaccess.com/Passwordprotectwp.com – Divested December 2024

In October 2022, we acquired Preventdirectaccess.com/Passwordprotectwp.com, which provides a suite of optimization, customization, privacy and security products and services for WordPress websites, with the core offerings consisting of (i) the WordPress plugin known as PREVENT DIRECT ACCESS available via the website preventdirectaccess.com, and (ii) the WordPress plugin known as PASSWORD PROTECT WORDPRESS available via the website passwordprotectwp.com.

Customers of these websites utilize these online businesses’ security plugins that allow bloggers, creators, agencies, and SMBs to protect their digital assets, products, and content.

Our Company holds a 100% ownership stake in Preventdirectaccess.com / Passwordprotectwp.com.

Our Company held a 100% ownership stake in Preventdirectaccess.com / Passwordprotectwp.com (“WPFolio LLC”) until the sale of the business operations for $780,000 in an all-cash transaction.

Mightydeals.com – Own

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In December 2020, we acquired Vital-Reaction.com.

Vital-Reaction.com is a supplements online business providing molecular hydrogen tablets, clinical and retail inhalers, dermal therapy devices, grounding mats, and other related products.

Vital-Reaction.com is an online supplements business providing molecular hydrogen tablets, clinical and retail inhalers, dermal therapy devices, grounding mats, and other related products.

The online business operates out of Boulder, Colorado, and ships across the U.S.

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The information ranges from how to care for a certain breed, to the best types of dog food, to training tips.

As well as advertising revenue, the website earns money from affiliate commissions and sales of its own ebooks and informational products.

As well as advertising revenue, the website earns money from I’ve affiliate commissions and sales of its own ebooks and informational products.

This website is one of our three online businesses in the dog vertical, providing us with significant growth opportunities and operational efficiencies, plus economies of scale as we offer digital products, physical products, and work with key vendors in the industry.

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Our Company holds a 100% ownership stake in Allthingsdogs.com.

DealPipe.io - Own

In November 2023, we launched DealPipe, a service for sourcing "off-market" acquisition targets.

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Our Company holds a 13.63% ownership stake in Onfolio JV I, LLC, which owns Fishkeepingworld.com and we receive a management fee of $2,500 per month and 50% profit share of any profits above $12,500 per month for managing this website.

For example, if the website was producing $2,000 net profit per month before we started managing it, and it produced $3,000 per month afterwards, we would receive 50% of the additional $1,000.

For example, if the website produced $2,000 net profit per month before we started managing it, and it produced $3,000 per month afterwards, we would receive 50% of the additional $1,000.

Asubtlerevelry.com – Manage/Own

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Our Company holds a 10.70% ownership stake in Onfolio JV II LLC, which owns Asubtlerevelry.com and we receive a management fee of $1,500 per month and 50% profit share of any profits above $16,500 for managing this website.

For example, if the website was producing $2,000 net profit per month before we started managing it, and it produced $3,000 per month afterwards, we would receive 50% of the additional $1,000.

For example, if the website produced $2,000 net profit per month before we started managing it, and it produced $3,000 per month afterwards, we would receive 50% of the additional $1,000.

Wowfreestuff.co.uk – Manage/Own

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Wowfreestuff.com has a large audience of hundreds of thousands of people in the UK who want to be notified when companies do freebies and giveaways.

Many of these companies pay a commission to the site for helping promote their freebies.

Many of these companies pay a commission to the site to help promote their freebies.

Our Company holds a 13.59% ownership stake in Onfolio JV III LLC, which owns Wowfreestuff.com and we receive a management fee of $3,000 per month and 50% profit share of any profits above $16,500 for managing this website.

For example, if the website was producing $2,000 net profit per month before we started managing it, and it produced $3,000 per month afterwards, we would receive 50% of the additional $1,000.

For example, if the website produced $2,000 net profit per month before we started managing it, and it produced $3,000 per month afterwards, we would receive 50% of the additional $1,000.

Woofwhiskers.com – Manage/Own

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Onfolio will likely make use of these services too.

Everythingreptiles.com – Manage

In August 2021, we began to manage Everythingreptiles.com.

Everythingreptiles.com is a content website in the pet reptiles space.

It earns revenues from display advertising.

Our Company receives 20% of net profits of this website plus a management fee of $833 per month for managing this website.

Familyfoodgarden.com – Manage

In July 2019, we began to manage Familyfoodgarden.com.

Familyfoodgarden.com offers content related to gardening, growing one’s own vegetables, and recipes.

The website has a small but engaged audience, who at times will also purchase informational products from the site.

The site earns most of its revenue from display advertising.

Our Company receives a profit share of 50% of growth of profits, plus a management fee of $500 per month for managing this website.

2023 Divestitures and Impairments

In January 2023, we shut down the business operations of Digitallyapproved.com, which offered a newsletter on social media marketing, and a Pinterest management agency.

In November 2023, we shut down the business operations of Prettyneatcreative.com, an eCommerce business in the diamond painting niche.

During the year ended December 31, 2023, the Company recognized a goodwill impairment loss of $2,061,763 related to the BCP Media Acquisition, $580,284 related to the BWPS Acquisition, and $420,532 related to the SEO Butler Acquisition, for total aggregate goodwill impairment of $3,062,579 related to the above acquisitions, as a result of lower than expected cash flows from the acquired businesses and an increase in interest rates leading to a higher discount rate used.

2023 and 2024 Divestitures and Impairments

In January 2023, the Company shut down the business operations of Digitallyapproved.com, which offered a newsletter on social media marketing, and a Pinterest management agency.

In November 2023, the Company shut down the business operations of Prettyneatcreative.com, an eCommerce business in the diamond painting niche.

During the year ended December 31, 2023, the Company recognized impairment losses of $2,642,649 related to the BCP Media Acquisition, $580,284 related to the BWPS Acquisition, and $903,897 related to the SEO Butler Acquisition, $700,000 related to Mighty Deals website domains and $84,000 related to Pretty Neat Creative, operating under Onfolio Crafts LLC, and $105,937 related to various website domains operating under Onfolio Assets LLC for total aggregate impairment of $5,016,765 related to the above acquisitions, as a result of lower than expected cash flows from the acquired businesses and an increase in interest rates leading to a higher discount rate used.

In December 2024, the Company sold the business operations of BWPS (“WPFolio LLC)” for $780,000 in an all-cash transaction to align the wider portfolio more closely with the growing B2B agency and information products business lines.

We experience competition at both the acquisition company level and individual portfolio company level.

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time to closing.

At the portfolio level, RevenueZen may compete with other agencies offering similar digital marketing services such as Skale, SaaSpirin, and SimpleTiger, amongst others.

At the portfolio level, Eastern Standard may compete with other agencies offering similar digital marketing and web design services such as OHO Interactive, iFactory, Digital Wave, and Digital Silk, amongst others.

In this industry, we believe the principal competitive factors are:

quality of digital marketing services and execution;

experience and expertise of their team;

customer satisfaction;

competitive pricing and value for money.

For DDS Rank may compete with other agencies offering similar dental SEO and marketing services such as The Dental SEO Company, Best Results Dental Marketing, and PatientGain, amongst others.

In this industry, we believe the principal competitive factors are:

patient lead generation for dentists;

quality of SEO and marketing strategies;

experienced dental SEO experts;

customer satisfaction from dentists.

For RevenueZen may compete with other agencies offering similar digital marketing services such as Skale, SaaSpirin, and SimpleTiger, amongst others.

In this industry, we believe the principle competitive factors are:

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positive and recent third-party reviews.

For WPFolio, the main competitors are other Wordpress plugin businesses such as Stellar WP, Awesome Motive, WPMUDEV, WP Web, and Plugin Hive.

In this industry we believe the primary competitive factors are:

deep knowledge of industry and audience base;

communication of benefits;

quality of development;

customer satisfaction.

SEOButler may compete with other link building agencies, such as Loganix, SirLinksALot, LinkBuilder, Fat Joe, and Outreach Monks.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business