What changed in this filing

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Item 9A. Controls and Procedures

2025-04-16 compared with 2024-04-01 · 809 added, 276 removed, 797 unchanged (58% of the section changed)

13 unchanged sentences

Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our consolidated financial statements would be prevented or detected.

We are required, under Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting beginning with this Form 10-K.

This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting.

2 unchanged sentences

Based on this evaluation, management concluded that our internal control over financial reporting was not effective, due to the material weakness in our internal control over financial reporting that exists as of December 31, 2024.

We determined that we had a material weakness because, due to our small size, and our limited number of personnel, we did not have in place an effective internal control environment with formal processes and procedures, including journal entry processing and review, to allow for a detailed review of accounting transactions that would identify errors in a timely manner.

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.

Management’s Plan to Remediate the Material Weakness

8 unchanged sentences

Other Information

(b) Trading Arrangements

During the three months ended December 31, 2024, 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.

On December 26, 2024, Dominic Wells, our CEO and a member of our Company’s Board of Directors, adopted a “non-Rule 10b5–1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

The arrangement provided for the purchase of 70,000 of the Company’s publicly traded warrants and it terminated on December 26, 2024, after all of the publicly traded warrants were purchased.

The trading arrangement was adopted during an open trading window and satisfied the Company’s policies regarding insider transactions.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

4 unchanged sentences

Chief Executive Officer, Chief Revenue Officer, Secretary, Treasurer, Director (Chair of Board)

Esbe van Heerden

Chief Financial Officer, President

Chief Operations Officer

Interim Chief Financial Officer, Chief Operations Officer

Andrew Lawrence

15 unchanged sentences

Wells completed a BA (Hons) in Media Practice & Theory from the University of Sussex, UK in 2006.

Esbe van Heerden.

Esbe van Heerden has served as our President since February 1, 2022 and on November 6, 2023 was appointed to serve as the Company’s Chief Financial Officer, where she is responsible for implementing and developing our Company’s shorter term business strategy and our Company’s budgeting and performance tracking.

Previously, she served as our Chief Operations Officer August 2020 to January 31, 2022, and as Chief Operations Officer of Onfolio LLC since May 2019.

During her time at our Company, Ms.

van Heerden has overseen an expansion from five team members, to 32, and monthly recuring revenue (MRR) growth of more than 700%.

She joined our Company after successfully building a boutique publishing house, NonFiction LLC, that helped CEOs and consultants succeed in publishing their books.

From June 2016 to December 2018, Ms.

van Heerden built out the systems to guide new authors through the writing and publishing process, and grew to a team of 15+ staff members.

van Heerden completed a triple major:

a BSc in Biomedical Science, a BSc in Molecular Biology, as well as a BS in Forensic Biology and Toxicology, and was awarded the Vice-Chancellor’s Commendation for Academic Excellence.

She graduated in 2015 from Murdoch University, Australia.

Adam Trainor.

Adam Trainor has served as our Chief Operations Officer since February 2022, and prior to that served as the director of a portfolio of our Company from November 2020 to January 2022, overseeing Vital Reaction LLC, Outreachama LLC, Getmerankings LLC, alongside various content/media properties.

Adam Trainor has served as our Chief Operations Officer since February 2022, and as the Company’s Interim Chief Financial Officer since January 1, 2025.

Prior to that Mr.

Trainor served as the director of a portfolio of our Company from November 2020 to January 2022, overseeing Vital Reaction LLC, Outreachama LLC, Getmerankings LLC, alongside various content/media properties.

He is responsible for executing our business strategy and managing portfolio/department leadership.

66 unchanged sentences

No material changes to the procedures by which our stockholders may recommend nominees to our Board of Directors has occurred since we last provided disclosure regarding these procedures.

Delinquent Section 16(a) Reports

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires that our executive officers and directors, and persons who own more than ten percent of a registered class of our equity securities, file reports of ownership and changes in ownership with the SEC.

Executive officers, directors and greater-than-ten percent shareholders are required by SEC regulations to furnish us with all Section 16(a) forms they file.

To the best of our knowledge, based solely upon a review of Forms 3 and 4 and amendments thereto furnished to our Company during its most recent fiscal year and Forms 5 and amendments thereto furnished to our Company with respect to its most recent fiscal year, and any written representation referred to in paragraph (b)(1) of Item 405 of Regulation S-K, all of our executive officers, directors and greater-than-ten percent shareholders complied with all Section 16(a) filing requirements with the following exception:

Yury Byalik, our former Head of Strategy & Acquisitions, filed one late Form 4 reflecting one late transaction.

Hedging Disclosure/Insider Trading

Under our Insider Trading Policy, our directors, officers, and covered employees (and each such individual’s spouse, other persons living in such person’s household and minor children and entities over which such person exercises control, as described in the policy) are prohibited from engaging the following transactions at any time:

(i) engaging in short term trading of our securities (ii) engaging in short sales of our securities;

(iii) trading in put options, call options or other derivative securities on our securities (iv) holding our securities in a margin account or otherwise pledging our securities as collateral for loan;

and (iv) engaging in hedging or monetization transactions or similar arrangements with respect to our securities;

unless advance approval for the transaction is obtained from the compliance officer of the policy.

Our Company’s insider trading policy was adopted to govern the purchase and sale of our Company’s securities by our directors, officers, and covered employees to ensure these transactions are conducted in compliance with applicable securities laws, and in particular, to ensure avoiding trading in the Company’s securities while in possession of material, non-public information about our Company.

Executive Compensation

2 unchanged sentences

Our 2024 named executive officers are:

Dominic Wells, Esbe van Heerden, Rob te Braake,Yury Byalik, and Adam Trainor.

Dominic Wells, Esbe van Heerden, and Adam Trainor.

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our named executive officers that earned more than $100,000 for the fiscal years ended December 31, 2024 and 2023:

Other Compensation

Dominic Wells

2 unchanged sentences

President and Chief Financial Officer

Rob te Braake

Interim Chief Financial Officer

Head of Strategy and Acquisitions

Chief Operations Officer

___________________________

Rob te Braake served as our Interim Chief Financial Officer from January 1, 2023 to November 1, 2023.

Esbe van Heerden was appointed as our Chief Financial Officer effective November 1, 2023.

Byalik resigned as our Head of Strategy and Acquisitions on December 8, 2023.

The amounts in this column reflect earned bonus awards by our named executive officers.

Esbe van Heerden was appointed as our Chief Financial Officer effective November 1, 2023, and served as our Chief Financial Officer until December 31, 2024.

Adam Trainor was named as our Interim Chief Financial Officer effective January 1, 2025.

The grant date fair value of the stock awards and option awards computed in accordance with ASC Topic 718.

13 unchanged sentences

Wells also serves as a member of our Board for no additional compensation.

In the event that Mr.

Wells leaves the Company’s employment for Good Reason (as defined in his employment agreement) or if the Company terminates his employment without Cause (as defined in his employment agreement) , Mr.

Wells will be entitled to receive severance in an amount equal to one day of base salary for every completed work day of employment with the Company, up to a maximum of three (3) months of base salary.

Esbe van Heerden Employment Agreement.

2 unchanged sentences

On November 1, 2023, our Company entered into a new employment agreement with Ms.

van Heerden as its Chief Executive Officer and President.

van Heerden as its Chief Financial Officer and President.

Pursuant to the agreement, Ms.

1 unchanged sentence

van Heerden is also eligible to receive certain employee benefits and bonuses under any bonus plan program that may be established by our Board of Directors.

Rob te Braake Employment Agreement.

Our Company entered into an employment agreement dated January 1, 2023, with Mr.

te Braake as its Interim Chief Financial Officer for an annual salary of $144,000 to be paid semi-monthly in accordance with our Company’s normal payroll procedures.

te Braake was also eligible to receive certain employee benefits and bonuses under any bonus plan program that may be established by our Board of Directors.

te Braake resigned as our Interim Chief Financial Officer on November 1, 2023.

Yury Byalik Employment Agreement

Our Company entered into an employment agreement dated September 1, 2021, with Mr.

Byalik as its Head of Strategy and Acquisitions providing for an annual salary of $84,000 per year, which was increased to $96,000 per year on January 1, 2023.

paid semi-monthly in accordance with our Company’s normal payroll procedures.

Pursuant to his agreement, Mr.

Byalik was also eligible to receive certain employee benefits and bonuses under any bonus plan program that may be established by our Board of Directors

van Heerden resigned as our Chief Financial Officer on December 31, 2024.

Adam Trainor Employment Agreement.

2 unchanged sentences

On January 1, 2023, Mr.

Trainor received an increase to his salary.

Trainor received an increase to his salary to $109,000 annually, and on October 1, 2024, he received a further increase to his salary to $240,000.

On January 1, 2025, our Company entered into a new employment agreement with Mr.

Trainor as its Interim Chief Financial Officer and Chief Operations Officer.

Pursuant to the agreement, Mr.

4 unchanged sentences

The options have an exercise price of $5.95 per share.

In the event that Mr.

Trainor leaves the Company’s employment for Good Reason (as defined in his employment agreement) or if the Company terminates his employment without Cause (as defined in his employment agreement), Mr.

Trainor will be entitled to receive severance in an amount equal to one day of base salary for every completed work day of employment with the Company, up to a maximum of three (3) months of base salary.

Benefits and Other Compensation

9 unchanged sentences

Option Awards

shares or units

of stock that

Market value of

shares or units

of stock that

Unexercisable

Number of securities underlying unexercised options(#) exercisable

Number of securities underlying unexercised options(#) unexercisable

Equity incentive plan awards:

number of securities underlying unexercised unearned options

Option exercise price

Option expiration date

Number of shares or units of stock that have not vested

Market value of shares of units of stock that have not vested

shares, units or other rights that have not vested

Market or payout value of

shares, units or other rights that have not vested

Dominic Wells

6 unchanged sentences

During Fiscal year 2024, each of our independent directors who serve on our Board received a quarterly stipend of $5,000 payable in cash.

Each director also received 15,000 common stock options with an exercise price of $1.27 and a term of 10 years.

Additionally, the chair of our audit committee receives an additional quarterly stipend of $2,500 payable in cash.

14 unchanged sentences

Additionally, we have adopted a Nasdaq compliant compensation recovery policy (a “clawback policy”) that applies to incentive compensation.

Recovery of Erroneously Awarded Compensation

Equity Grant Timing

The Board and Compensation Committee does not grant equity awards to executives or directors pursuant to any predetermined schedule.

The Board and Compensation Committee considers and approves interim or mid-year grants, from time to time based on business needs.

The Board and Compensation Committee takes material nonpublic information into account when determining the timing and terms of equity awards, and, the Compensation Committee does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of March 31, 2024 the stock ownership of (1) each person or group known to our Company to beneficially own 5% or more of our common stock and (2) each director and Named Executive (as set forth in Item 11.

The following table sets forth, as of April 14, 2025 the stock ownership of (1) each person or group known to our Company to beneficially own 5% or more of our common stock and (2) each director and Named Executive (as set forth in Item 11.

Executive Compensation) individually, and (3) all directors and executive officers of our Company as a group.

3 unchanged sentences

Percentage of

Class (1)(2)(3)

5% Shareholders (4)

Joel Arberman (5)

6162 Dusenburg Road, Delray Beach, Florida 33484

Directors and Named Executive Officers

Dominic Wells (6) , CEO, CRO, Director (Chair of Board)

Esbe van Heerden (4) , President, CFO

Yury Byalik (5) , Head of Strategy and Acquisitions

Adam Trainor (6) Chief Operations Officer

Rob te Braake, Interim Chief Financial Officer (7 )

Adam Trainor (6 ) , Interim Chief Financial Officer, Chief Operations Officer

Andrew “A.J.” Lawrence (7) , Director

6 unchanged sentences

Where the Number of Shares Beneficially Owned (reported in the preceding column) includes shares which may be purchased upon the exercise of outstanding stock options and warrants which are or within sixty days will become exercisable (“presently exercisable options”) the percentage of class reported in this column has been calculated assuming the exercise of such presently exercisable options.

Based on 5,107,395 shares of common stock outstanding on March 31, 2024.

Includes 406,931 warrants to purchase common stock with an exercise price of $5 per shar, expiring August 30, 2027

van Heerden was issued 252,000 restricted shares of common stock which vest over a period of three years at the rate of 1/36th beginning on August 1, 2020.

She has voting rights with respect to all of her shares.

Byalik resigned as our Head of Strategy and Acquisitions on December 8, 2023.

Represents 21,000 options exercisable within 60 days from March 31, 2024.

te Braake resigned from all positions with our Company on November 1, 2023.

Includes 20,000 options exercisable within 60 days of March 31, 2024.

Based on 5,127,395 shares of common stock outstanding on April 14, 2025.

If a person listed on this table has the right to obtain additional shares of common stock within 60 days from the Record Date, the additional shares are deemed to be outstanding for the purpose of computing the percentage of class owned by such person, but are not deemed to be outstanding for the purpose of computing the percentage of any other person.

Based solely upon a review of Schedule 13G filings with the SEC.

Includes 241,900 shares of common stock and 458,100 immediately exercisable warrants to purchase 458,100 shares of common stock.

Includes1,165,500 shares of common stock and 476,931 immediately exercisable warrants to purchase 476,931 shares of common stock.

Represents 21,000 immediately exercisable options.

Includes 700 shares of common stock and 15,000 immediately exercisable.

We are not aware of any arrangements that could result in a change of control.

5 unchanged sentences

As of December 31, 2024 and 2023 the balances due from related parties were $89,536 and $93,372 included in current liabilities.

During the year ended December 31, 2022, the Company paid the $215,000 related to the Company’s capital contribution for its equity interest in JV IV.

From time to time, the Company’s CEO paid expenses on behalf of the Company, and the Company funded certain expenses to the CEO.

17 unchanged sentences

Principal Accountant Fees and Services

The aggregate fees billed for professional services by BF Borgers CPA PC during 2023 and 2022 were as follows:

Astra Audit & Advisory, LLC (“Astra”) was our independent registered public accounting firm for our fiscal year ended December 31, 2024 and BF Borgers CPA PC (“BF Borgers”) was our independent registered public accounting firm for our fiscal year ended December 31, 2023.

The SEC entered an Order denying BF Borgers the privilege of appearing or practicing before the SEC as an accountant.

The Company subsequently dismissed BF Borgers as its independent registered public accounting firm, effective May 3, 2024 and Astra was appointed as the Company’s independent registered public accounting firm on May 14, 2024.

The aggregate fees billed for professional services by Astra and BF Borgers during 2024 and 2023 were as follows:

Astra Audit & Advisory, LLC

Audit-Related Fees

All Other Fees

Audit Fees are the aggregate fees billed during the years ended December 31, 2023 and December 31, 2022 for professional services rendered by BF Borgers CPA PC for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s Form 10-Q or services that are normally provided by BF Borgers CPA PC in connection with statutory and regulatory filings or engagements.

Audit-Related Fees are the aggregate fees billed during the years ended December 31, 2023 and December 31, 2022 for assurance and related services rendered by BF Borgers CPA PC that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under the category Audit Fees described above.

BF Borgers CPA PC

Audit-Related Fees

All Other Fees

Audit Fees are the aggregate fees billed during the years ended December 31, 2024 and December 31, 2023 for professional services rendered by Astra and BF Borgers, respectively, for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s Form 10-Q or services that are normally in connection with statutory and regulatory filings or engagements.

Audit fees for 2024 were higher than in previous years due to the additional re-audit of the Company’s 2023 annual financial statements and re-reviews of financial statements included in the Company’s 2023 Form 10-Qs, in addition to the standard audit of the 2024 financial statements and reviews of financial statements included in the Company’s Form 10-Q, as a result of an Order entered by the SEC disallowing companies to include audit reports by BF Borgers for Form 10-Ks on or after May 3, 2024

Audit-Related Fees are the aggregate fees billed during the years ended December 31, 2024 and December 31, 2023 for assurance and related services rendered by Astra and BF Borgers, respectively, that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under the category Audit Fees described above.

For 2023, these fees primarily consist of audit fees paid relating to acquisitions we ultimately did not make.

For 2022, these fees include $43,200 in audit fees paid relating to acquisitions we ultimately did not make.

Tax Fees are the aggregate fees billed during the years ended December 31, 2023 and December 31, 2022 for tax compliance services rendered by BF Borgers CPA PC.

All Other Fees are the aggregate fees billed during the years ended December 31, 2023 and December 31, 2022 for products and services provided by BF Borgers CPA PC, other than the services reported in the Audit Fees, Audit-Related Fees, and Tax Fees categories above.

For 2024, these fees consisted of audit fees paid relating to the RevenueZen and Eastern Standard acquisitions.

Tax Fees are the aggregate fees billed during the years ended December 31, 2024 and December 31, 2023 for tax compliance services rendered.

No tax services were rendered by either Astra or BF Borgers.

All Other Fees are the aggregate fees billed during the years ended December 31, 2024 and December 31, 2023 for products and services provided by Astra and BF Borgers, respectively, other than the services reported in the Audit Fees, Audit-Related Fees, and Tax Fees categories above.

Audit Committee Pre-Approval Policies .

All the services performed by BF Borgers CPA PC that are described above were pre-approved by the Company’s audit committee.

All the services performed by Astra and BF Borgers that are described above were pre-approved by the Company’s audit committee.

The Audit Committee pre-approves all audit and permissible non-audit services on a case-by-case basis.

None of the hours expended on BF Borgers CPA PC’s engagement to audit the Company’s financial statements for the years ended December 31, 2023 and December 31, 2022 were attributed to work performed by persons other than BF Borgers CPA PC’s full-time, permanent employees.

None of the hours expended on Astra’s and BF Borgers’ engagement to audit the Company’s financial statements for the years ended December 31, 2024 and December 31, 2023 were attributed to work performed by persons other than Astra’s and BF Borgers’ full-time, permanent employees.

Exhibits, Financial Statement Schedules

8 unchanged sentences

Description of Exhibit

Asset Purchase Agreement - Contentellect

Incorporated by reference to our Form 8-K filed on 01/17/2023

Asset Purchase Agreement - RevenueZen

Incorporated by reference to our Form 8-K filed on 01/04/24

Incorporated by reference to Company’s Form 8-K filed on 01/04/24

Asset Purchase Agreement -Eastern Standard

Incorporated by reference to Company’s Form 8-K filed on 09/24/24

Closing Letter Agreement – Eastern Standard

Incorporated by reference to Company’s Form 8-K filed on 10/22/2024

Amended and Restated Certificate of Incorporation

11 unchanged sentences

Warrant - BCP MEDIA, Inc.

Incorporated by reference to our Form 8-K filed on 10/19/22

Incorporated by reference to Company’s Form 8-K filed on 10/19/22

Form of Stock Certificate

20 unchanged sentences

Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 04/07/22

Nonemployee Director Compensation Policy 2023

Non-Employee Director Compensation Policy 2024

Filed Herewith

7 unchanged sentences

Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 11/06/23

Employment Agreement dated as of September 1, 2021, by the Company and Yury Byalik

Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 04/07/22

Employment Agreement dated as of February 1, 2022, by the Company and Adam Trainor

Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 04/07/22

Employment Agreement dated as of January 1, 2023, by the Company and Robert te Braake

Filed Herewith

Employee Agreement dated as of December 19, 2024, by the Company and Adam Trainor

Incorporated by reference to Company’s Form 8-K filed with the SEC on 12/20/2024

Form of Director and Officer Indemnification Agreement Agreement

1 unchanged sentence

Promissory Note - RevenueZen

Incorporated by reference to our Form 8-K filed on 01/04/24

Incorporated by reference to Company’s Form 8-K filed on 01/04/24

Form of $400,000 Promissory Note – Eastern Standard

Incorporated by reference to Company’s Form 8-K filed on 10/22/2024

Form of $850,000 Promissory Note – Eastern Standard

Incorporated by reference to Company’s Form 8-K filed on 10/22/2024

Form of Security Agreement – Eastern Standard

Incorporated by reference to Company’s Form 8-K filed on 10/22/2024

Form of Corporate Guarantee

Incorporated by reference to Company’s Form 8-K filed on 10/22/2024

Code of Ethics and Business Conduct

Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 05/13/22

Insider Trading Policy

Filed herewith

Subsidiaries of the Registrant

2 unchanged sentences

Filed herewith

Consent of Independent Registered Public Accounting Firm – BF Borgers CPA PC

Consent of Independent Registered Public Accounting Firm – Astra Audit & Advisory, LLC

Filed herewith

8 unchanged sentences

Clawback Policy

Filed Herewith

Incorporated by reference to Company’s Form 10-K filed on 04/01/24

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

15 unchanged sentences

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Onfolio Holdings, Inc.

To the Board of Directors and

Stockholders of Onfolio Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Onfolio Holdings, Inc.

as of December 31, 2023 and 2022, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

We have audited the accompanying balance sheets of Onfolio Holdings, Inc.

(the Company) as of December 31, 2024 and 2023, and the related statements of income, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit.

In addition, the Company continues to experience negative cash flows from operations.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 3, the Company has recurring net losses and negative cash flow from operations.

These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 3.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Our opinion is not modified with respect to that matter.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company's financial statements based on our audit.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

2 unchanged sentences

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/S/ BF Borgers CPA PC

BF Borgers CPA PC (PCOAB ID 5041 )

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ Astra Audit & Advisory LLC

We have served as the Company’s auditor since 2024.

Tampa, Florida

Firm ID 669256

April 15, 2025

15 unchanged sentences

Dividends payable

Acquisition notes payable

Notes payable

Notes payable - current

Notes payable – related parties, current

Contingent consideration

1 unchanged sentence

Total Current Liabilities

Notes payable

Notes payable – related parties

Total Liabilities

Commitments and Contingencies

Commitments and Contingencies (Note 14)

Stockholders’ Equity:

1 unchanged sentence

Series A Preferred stock, $ 0.001 par value, 1,000,000 shares authorized, 134,460 and 92,260 issued and outstanding at December 31, 2024 and 2023;

Common stock, $ 0.001 par value, 50,000,000 shares authorized, 5,107,395 issued and outstanding at December 31, 2023 and 2022;

Common stock, $ 0.001 par value, 50,000,000 shares authorized, 5,127,395 and 5,107,395 issued and outstanding at December 31, 2024 and 2023;

Additional paid-in capital

3 unchanged sentences

( 16,957,854 )

Total Onfolio Inc.

stockholders’ equity

Non-Controlling Interests

Total Stockholders' Equity

23 unchanged sentences

Interest income (expense), net

Impairment of investments

Loss on sale of asset

Change in fair value of contingent consideration

Gain on sale of subsidiary

Total other income

5 unchanged sentences

( 9,150,066 )

Net loss attributable to noncontrolling interest

Net loss attributable to Onfolio Holdings Inc.

( 1,766,205 )

( 9,150,066 )

Preferred Dividends

12 unchanged sentences

Common Stock, $0.001 Par Value

Accumulated Other Comprehensive

Stockholders’

Accumulated Other

Comprehensive

Total Stockholders'

Balance, December 31, 2022

$ ( 7,580,490 )

Preferred shares for cash

Common stock sold for cash

Sale of preferred stock for cash

Stock-based compensation

Warrants issued for acquisition

Preferred dividends

4 unchanged sentences

( 16,957,854 )

Preferred shares for cash

Acquisition of Business

Sale of preferred stock for cash

Stock-based compensation

Shareholder Contributions

Common stock issued for exercise of options

Preferred dividends

Foreign currency translation

Distribution to non-controlling interest

( 1,766,205 )

11 unchanged sentences

Stock-based compensation expense

Equity method income

Equity method (income) loss

Dividends received from equity method investment

Impairment of Cost method investment

Loss on sale of asset

Change in fair value of contingent consideration

Gain on sale of subsidiary

Amortization of intangible assets

6 unchanged sentences

Deferred revenue

Due to related parties

Net cash used in operating activities

2 unchanged sentences

Cash Flows from Investing Activities

Proceeds from sale of intangible assets

Proceeds from sale of subsidiary

Cash paid to acquire businesses

( 4,261,413 )

Investments in joint ventures

Net cash used in investing activities

( 4,283,219 )

Investments in other assets

Net cash provided by (used in) investing activities

Cash Flows from Financing Activities

Proceeds from sale of common stock

Proceeds from exercise of common stock options

Proceeds from sale of Series A preferred stock

Payments of preferred dividends

Payment of contribution to joint venture note payable

Distributions to non-controlling interest holders

Payments on acquisition note payable

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Payments on note payables

Net cash provided by financing activities

Proceeds from notes payable – related parties

Payments on note payables – related parties

Payments on contingent consideration

Net cash provided by (used in) financing activities

( 2,156,650 )

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Cash Paid For:

Non-cash transactions:

Notes payable issued for asset acquisitions

Supplemental Non-cash Disclosures

Promissory notes issued for acquisitions

Preferred stock issued for acquisitions

Contingent consideration issued for acquisition

Common stock options issued for acquisition

Non-controlling interest issued for acquisitions

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

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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).

Revision of Previously issued Consolidated Financial Statements

During the year ended December 31, 2024, the Company identified errors in its previously issued consolidated financial statements for the year ended December 31, 2023 related to the impairment of intangible assets and goodwill of certain recently acquired businesses.

These errors were a result of the Company revising the estimated cash flows used in its determination of the recoverability of the impaired assets as well as the sequencing of impairment testing thereby resulting in an understatement of impairment expense for the year ended December 31, 2023 and a subsequent overstatement of amortization expense in each of the quarters for the year ended December 31, 2024.

The errors noted above did not result in the 2023 financial statements being materially misstated.

However, in order to correctly reflect the errors in the appropriate period, management has revised the 2023 previously issued financial statements in this form 10-K.

The following table presents the effects of the Revision Adjustments on the Company’s consolidated balance sheet as of December 31, 2023:

Balance as of December 31, 2023

Intangible Assets

$ ( 1,434,724 )

$ ( 1,005,245 )

Accumulated deficit

$ ( 15,952,609 )

$ ( 1,005,245 )

$ ( 16,957,854 )

Stockholders' deficit

$ ( 1,005,245 )

Total liabilities and stockholders' deficit

$ ( 1,005,245 )

The following table presents the effects of the Revision Adjustments on the Company’s consolidated statement of operations for the year ended December 31, 2023:

For the Year Ended December 31, 2023

Selling, general and administrative

Impairment of goodwill and intangible assets

Total operating expenses

Loss from operations

$ ( 8,237,599 )

$ ( 1,005,245 )

$ ( 9,242,844 )

Loss before income taxes

$ ( 8,144,821 )

$ ( 1,005,245 )

$ ( 9,150,066 )

$ ( 8,144,821 )

$ ( 1,005,245 )

$ ( 9,150,066 )

The following table presents the effects of the Revision Adjustments on the Company’s consolidated statement of changes in stockholders’ equity for the year ended December 31, 2023:

For the Year Ended December 31, 2023

$ ( 8,144,821 )

$ ( 1,005,245 )

$ ( 9,150,066 )

The following table presents the effects of the Revision Adjustments on the Company’s consolidated statement of cash flows for the year ended December 31, 2023:

Statement of Cash Flow

For the Year Ended December 31, 2023

$ ( 8,144,821 )

$ ( 1,005,245 )

$ ( 9,150,066 )

Amortization of intangible assets

Impairment of goodwill and intangible assets

The following tables present the effects of the Revision Adjustments described above on the Company’s unaudited interim condensed consolidated financial statements for the periods indicated.

The following tables present the effects of the Revision Adjustments on the Company’s unaudited interim condensed consolidated balance sheets as of the dates indicated:

Balance as of March 31, 2024 (unaudited)

Intangible Assets, net

$ ( 1,282,052 )

$ ( 849,850 )

Accumulated deficit

$ ( 16,664,087 )

$ ( 849,850 )

$ ( 17,513,937 )

Total Onfolio Inc.

stockholder's equity

$ ( 849,850 )

Stockholders' deficit

$ ( 849,850 )

Total liabilities and stockholders' deficit

$ ( 849,850 )

Balance as of June 30, 2024 (unaudited)

Intangible Assets, net

$ ( 1,129,358 )

$ ( 697,156 )

Accumulated deficit

$ ( 17,529,038 )

$ ( 697,156 )

$ ( 18,226,194 )

Total Onfolio Inc.

stockholder's equity

$ ( 697,156 )

Stockholders' deficit

$ ( 697,156 )

Total liabilities and stockholders' deficit

$ ( 697,156 )

Balance as of September 30, 2024 (unaudited)

Intangible Assets, net

$ ( 1,034,303 )

$ ( 602,101 )

Accumulated deficit

$ ( 18,106,474 )

$ ( 602,101 )

$ ( 18,708,575 )

Total Onfolio Inc.

stockholder's equity

$ ( 602,101 )

Stockholders' deficit

$ ( 602,101 )

Total liabilities and stockholders' deficit

$ ( 602,101 )

The following tables present the effects of the Revision Adjustments on the Company’s unaudited interim condensed consolidated statements of operations for the periods indicated:

For the Three Months Ended March 31, 2024 (unaudited)

Operating expenses:

Selling, General and administrative

$ ( 152,671 )

Total operating expenses

$ ( 152,671 )

Loss from operations

$ ( 608,050 )

$ ( 455,379 )

Loss before income taxes

$ ( 630,497 )

$ ( 477,826 )

$ ( 630,497 )

$ ( 477,826 )

Net loss attributable to Onfolio Holdings

$ ( 629,833 )

$ ( 477,162 )

Net loss to common shareholders

$ ( 711,478 )

$ ( 558,807 )

Loss per common share - basic and diluted

Weighted average shares outstanding - basic and diluted

For the Three Months Ended June 30, 2024

For the Six Months Ended June 30, 2024

As Previously

Operating expenses:

Selling, General and administrative

$ ( 152,694 )

$ ( 305,365 )

Total operating expenses

$ ( 152,694 )

$ ( 305,365 )

Loss from operations

$ ( 759,119 )

$ ( 606,425 )

$ ( 1,367,169 )

$ ( 1,061,804 )

Loss before income taxes

$ ( 781,737 )

$ ( 629,043 )

$ ( 1,412,234 )

$ ( 1,106,869 )

$ ( 781,737 )

$ ( 629,043 )

$ ( 1,412,234 )

$ ( 1,106,869 )

Net loss attributable to Onfolio Holdings

$ ( 780,483 )

$ ( 627,789 )

( 1,410,316 )

( 1,104,951 )

Net loss to common shareholders

$ ( 864,951 )

$ ( 712,257 )

( 1,576,429 )

( 1,271,064 )

Loss per common share - basic and diluted

Weighted average shares outstanding - basic and diluted

For the Three Months Ended September 30, 2024

For the Nine Months Ended September 30, 2024

As Previously

Operating expenses:

Selling, General and administrative

$ ( 154,142 )

$ ( 459,507 )

Total operating expenses

$ ( 154,142 )

$ ( 459,507 )

Loss from operations

$ ( 485,478 )

$ ( 331,336 )

$ ( 1,852,647 )

$ ( 1,393,140 )

Loss before income taxes

$ ( 497,759 )

$ ( 343,617 )

$ ( 1,909,993 )

$ ( 1,450,486 )

$ ( 497,759 )

$ ( 343,617 )

$ ( 1,909,993 )

$ ( 1,450,486 )

Net loss attributable to Onfolio Holdings

$ ( 489,716 )

$ ( 335,574 )

( 1,900,032 )

( 1,440,525 )

Net loss to common shareholders

$ ( 577,436 )

$ ( 423,294 )

( 2,153,865 )

( 1,694,358 )

Loss per common share - basic and diluted

Weighted average shares outstanding - basic and diluted

The following tables present the effects of the Revision Adjustments on the Company’s unaudited interim condensed consolidated statements of changes in stockholders’ equity for the periods indicated:

For the Three Months March 31, 2024 (unaudited)

As Previously

$ ( 630,497 )

$ ( 477,826 )

Accumulated deficit

$ ( 16,664,087 )

$ ( 849,850 )

$ ( 17,513,937 )

For the Three Months June 30, 2024 (unaudited)

As Previously

$ ( 781,737 )

$ ( 629,043 )

Accumulated deficit

$ ( 17,529,038 )

$ ( 697,156 )

$ ( 18,226,194 )

For the Three Months September 30, 2024 (unaudited)

As Previously

$ ( 497,759 )

$ ( 343,617 )

Accumulated deficit

$ ( 18,106,474 )

$ ( 602,101 )

$ ( 18,708,575 )

The following tables present the effects of the Revision Adjustments on the Company’s unaudited interim condensed consolidated statements of cash flows for the periods indicated:

For the Three Months Ended March 31, 2024 (unaudited)

As Previously

$ ( 630,497 )

$ ( 477,826 )

Amortization of intangible assets

$ ( 152,671 )

Net cash provided by (used in) operating activities

$ ( 431,007 )

For the Six Months Ended June 30, 2024 (unaudited)

As Previously

$ ( 1,412,234 )

$ ( 1,106,869 )

Amortization of intangible assets

$ ( 305,365 )

Net cash provided by (used in) operating activities

$ ( 763,747 )

For the Nine Months September 30, 2024 (unaudited)

As Previously

$ ( 1,909,993 )

$ ( 1,450,486 )

Amortization of intangible assets

$ ( 459,507 )

Net cash provided by (used in) operating activities

$ ( 696,715 )

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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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, WP Folio, LLC, Proofread Anywhere, LLC, Contentellect, LLC, SEO Butler Limited, Onfolio Crafts LLC, and RevenueZen, LLC.

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, Eastern Standard LLC, and DealPipe, LLC.

The Company also maintains majority ownership in DDS Rank, LLC, RevenueZen, LLC, and Eastern Standard which are owned 66 %, 88 %, and 69 % respectively, by the Company as of December 31, 2024.

All intercompany transactions and balances have been eliminated in consolidation.

Foreign Currency Translation Gains (Losses)

The Company, and its subsidiaries Onfolio LLC, Vital Reaction, LLC, Mighty Deals LLC, Onfolio Assets, LLC, and Onfolio Crafts LLC, maintain their accounting records in U.S.

The Company, and the majority of its subsidiaries, maintain their accounting records in U.S.

The Company’s operating subsidiary, SEO Butler, is located in the United Kingdom and maintains its accounting records in Great Britain Pounds, which is its functional currency.

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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 online businesses to produce adverting 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

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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.

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 CliAquire, LLC (“CliAquire”).

The Company holds a 5% members interest in CliAquire and will receive profit distributions based on its membership interest.

The Company can be removed as manager of CliAquire through a supermajority vote of the members.

The Company determined that the investment in CliAquire will be accounted for as a cost method investment.

Use of Estimates

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

Accounts Receivable

Accounts receivables are carried at their estimated collectible amounts.

Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition.

The Company had an allowance for credit losses of $ 0 as of December 31, 2024 and 2023, respectively.

Included in accounts receivable is $ 113,975 and $ 0 of unbilled fees related to website management revenue as of December 31, 2024 and 2023, respectively.

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.

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 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.

The Company determines whether there has been an impairment of long-lived assets, excluding goodwill and other intangible assets, when certain indicators of impairment are present.

In the event that facts and circumstances indicate that the cost or life of any long-lived asset may be impaired, an evaluation of recoverability would be performed.

Future adverse changes in market conditions or poor operating results of underlying long-lived assets could result in losses or an inability to recover the carrying value of the long-lived assets that may not be reflected in the assets’ current carrying value, thereby possibly requiring an impairment charge or acceleration of depreciation or amortization expense in the future.

Revenue Recognition

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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.

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.

As of December 31, 2024, the Company has $ 589,913 in deferred revenue related to unsatisfied performance obligations that are expected to be recognized during fiscal 2025.

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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, and the costs of its service revenue, which include website content creation costs including contract labor, domain and hosting costs and certain software costs related to website operations.

Cost of Service revenue consists primarily of costs associated with the acquisition and shipment of products being sold through the Company’s online marketplaces, and the costs of its service revenue, which include website content creation costs including contract labor, domain and hosting costs and certain software costs related to website operations.

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 include 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, such as stock options and warrants, 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 412,250 stock options and 6,219,863 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.

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

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.

Stock-Based Compensation

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Currently the Company utilizes the most recent cash sale 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.

The Company expenses advertising costs as they are incurred.

Advertising costs were $ 1,474,972 and $ 1,749,708 for the years ended December 31, 2024 and 2023, respectively.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on Company’s results of operations, financial position or cash flow.

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 is currently evaluating the effect of this pronouncement on its disclosures.

In November 2023, the FASB issued ASU No.

2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosure.” The ASU updates reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance.

The amendments do not change how segments are determined, aggregated, or how thresholds are applied to determine reportable segments.

The Company adopted ASU No.

2023-07 during the year ended December 31, 2024.

NOTE 3 – GOING CONCERN

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However, there is no assurance of additional funding being available.

NOTE 4 – SEGMENT INFORMATION

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.

We operate in two business segments:

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.

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 businesses.

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 (in millions):

For the Year Ended December 31, 2024

Revenue, services

Revenue, product sales

Total Revenue

Cost of revenue, services

Cost of revenue, product sales

Total cost of revenue

Operating expenses

Selling, general and administrative

Professional fees

Acquisition costs

Impairment of goodwill and intangible assets

Total operating expenses

Income (Loss) from operations

$ ( 2,994,810 )

$ ( 2,507,848 )

For the Year Ended December 31, 2023

Revenue, services

Revenue, product sales

Total Revenue

Cost of revenue, services

Cost of revenue, product sales

Total cost of revenue

Operating expenses

Selling, general and administrative

Professional fees

Acquisition costs

Impairment of goodwill and intangible assets

Total operating expenses

Loss from operations

$ ( 1,033,590 )

$ ( 4,040,723 )

$ ( 4,168,531 )

$ ( 9,242,844 )

Included within Selling, general and administrative is intangible asset amortization expense of $ 789,556 for the B2B segment and $ 117,181 for the B2C segment for the year ended December 31, 2024.

Intangible asset amortization expense of $ 234,943 for the B2B segment and $ 445,750 for the B2C segment was included for the year ended December 31, 2023.

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, intangible asset amortization expense, 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.

See “Note 1 – Organization and Significant Accounting Policies” (under the caption “Use of Estimates”) for a discussion related to certain factors that may impact the comparability of net sales and operating profit of our business segments.

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

Total business segment assets

Corporate assets

Corporate assets primarily include cash and cash equivalents, and investments in unconsolidated joint ventures.

During the years ended December 31, 2024 and 2023, the Company incurred no reportable capital expenditures related to its segments.

NOTE 5 – BUSINESS ACQUISITIONS

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The acquisition of Contentellect is being accounted for as a business combination under ASC 805.

The Company is continuing to gather evidence to evaluate what identifiable intangible assets were acquired, such as a customer list, and the fair value of each, and expects to finalize the fair value of the acquired assets within one year of the acquisition date.

The Company assigned the preliminary fair value of the consideration paid of $ 850,000 to domain name intangible assets that are amortized over an estimated useful life of four years.

From the period of acquisition of the Contentellect Business through December 31, 2023, the Company generated a total revenue and net loss of $ 642,735 and $ 27,258 , respectively.

The net loss included $ 194,792 of intangible asset amortization expenses.

SEO Butler Acquisition

On October 6, 2022, the Company entered into a Share Purchase Agreement (“Share Purchase Agreement”) with i2W Ltd, a company incorporated and registered in England and Wales (“Seller”), and Jonathan Kiekbusch, Ezekiel Daldy, and Lyndsay Kiekbusch, shareholders of the Seller (collectively, the “Guarantors”), for the purchase of all of the issued share capital (“Sale Shares”) of SEO Butler Limited, a company incorporated and registered in England and Wales (“SEO Butler”) (the “SEO Butler Acquisition”).

Seller is the owner of the legal and beneficial title to the Sale Shares of SEO Butler, which operates as a productized service business operated via the seobutler.com website and the custom build order management system on orders.seobutler.com and under the SEOButler and PBNButler names.

The Guarantors have agreed to guarantee to the Company the due and punctual performance, observance and discharge by the Seller of all the Guaranteed Obligations (as defined in the Share Purchase Agreement) if and when they become performable or due under the Share Purchase Agreement.

Pursuant to the Share Purchase Agreement, and on the terms and subject to the conditions contained therein, at the closing, the Company purchased the Sale Shares from the Seller, all as more fully described in the Share Purchase Agreement.

The aggregate purchase price paid by the Company was $ 950,000 .

The transaction closed on October 13, 2022.

The acquisition of SEO Butler is being accounted for as a business combination under ASC 805.

The aggregate fair value of consideration for the SEO Butler Acquisition was as follows:

Schedule of preliminary Fair value Acquisition

Cash paid to seller

Total preliminary consideration transferred

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

Schedule Of Recognized Identified Assets Acquired And Liabilities

Cash Acquired

Other Current assets

Website domains

Purchase Price Allocation

Developed technology

Customer relationships

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Non-Compete agreement

Accounts payable and other accrued liabilities

Deferred revenue

Net assets acquired

From the period of acquisition of SEO Butler through December 31, 2023, the Company generated total revenue and net loss of $ 1,214,111 and $ 298,088 , respectively.

The net loss included $ 123,285 of intangible asset amortization expenses, as well as $ 420,449 of intangibles impairment.

BCP Media Acquisition

On October 13, 2022, the Company entered into an Asset Sale and Purchase Agreement (“BCP Asset Purchase Agreement”) with BCP Media, Inc., a Florida corporation (“BCP Media”), and Caitlin Pyle and Cody Lister, principals of BCP Media.

Pursuant to the BCP Asset Purchase Agreement, the Company purchased from BCP Media, substantially all the Proofreading Business (defined below) assets of BCP Media and assigned the acquired assets to the Company, which, pursuant to the BCP Asset Purchase Agreement and certain ancillary agreements, will operate the business of online proofreading training (the “Proofreading Business”) via the following online businesses:

ProofreadAnywhere.com, WorkAtHomeSchool.com, and WorkYourWay2020.com.

Pursuant to the BCP Asset Purchase Agreement, and subject to the terms and conditions contained therein, BCP Media sold to the Company the purchased assets, all as more fully described in the BCP Asset Purchase Agreement.

The purchase price was paid as follows:

$ 4,499,000 , plus a warrant to purchase up to 20,000 shares of the Company’s common stock at the price of $ 4.75 per share (the “Warrant”), with $ 2,100,000 paid in cash at the closing and $ 2,399,000 paid via a promissory note (the “BCP Note”).

The BCP Note was made by the Company to BCP Media.

The BCP Note has the principal sum of $2,399,000 (the “Loan Amount”) and it matures on the one year anniversary from the date of the BCP Note (the “Maturity Date”).

Interest on the outstanding principal balance of, and all other sums owing under the Loan Amount, is three percent (3%) (the “Interest Rate”), compounded annually.

Upon the occurrence of an Event of Default (as defined in the BCP Note), the Interest Rate automatically increases to the rate of eight percent (8%) per annum, compounded annually.

The Loan Amount is payable as follows:

(i) commencing on the date that is thirty (30) days from the date of the BCP Note, and continuing monthly on such same day thereafter, the Company shall make an interest only payment to BCP Media equal to $5,997.50 per month ;

and (ii) the entire Loan Amount, together with all accrued but unpaid interest thereon, shall be due and payable on the Maturity Date.

The acquisition of BCP Media assets is being accounted for as a business combination under ASC 805.

The aggregate fair value of consideration for the BCP Media acquisition was as follows:

Schedule of preliminary Fair value Acquisition

On December 31, 2023, RevenueZen (the “Acquired Business”) and the Company and RevenueZen LLC, a Delaware limited liability company ("RevenueZen Delaware") a subsidiary of the Company, entered into and closed an asset purchase agreement (the "RevenueZen Asset Purchase Agreement"), for the purchase by the Company of the Acquired Business.

Pursuant to the RevenueZen Asset Purchase Agreement, and subject to the terms and conditions contained therein, at the closing, RevenueZen agreed to sell to the Company the Acquired Business, all as more fully described in the RevenueZen Asset Purchase Agreement.

The aggregate purchase price for the Acquired Business was $ 1,332,000 , consisting of $ 240,000 in cash at closing, $425,000 in Company Series A Preferred Shares, a $440,000 11% interest only secured promissory note made by RevenueZen Delaware due December 31, 2025 (the “RevenueZen Promissory Note”), and additional earn-out payments that could be paid to RevenueZen pursuant to the earn-out formula described in the RevenueZen Asset Purchase Agreement.

In addition, five founders of the RevenueZen received a total of a 12 % equity interest in RevenueZen Delaware, and they will serve in leadership roles with the RevenueZen Delaware team.

Also, certain of the founders received a total of 270,000 non-qualified stock options to purchase Company common shares at $ 0.51 per share for a period of 10 years pursuant to the Company’s 2020 Equity Compensation Plan.

The earn-out formula specifies for a period of one year, if the SDE (defined in Note 10 below) 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.

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 practices of the Seller in the operations of the Business, and for the sake of clarity exclude any payments, reimbursements, administrative charges, overhead charges, or other payments of any kind to the Buyer, Holdings, or any affiliate thereof.

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.

The transaction closed on January 4, 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 earn-out agreement is accounted for as a contingent consideration liability under ASC 805, with changes in fair value of the potential earn-out amount recognized in current earnings.

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

Purchase Price:

Cash paid to seller

Notes payable issued to seller

Warrants to purchase common shares issued to seller

Total preliminary consideration transferred

Options to purchase common shares issued to seller

Estimated fair value of additional earn-out payments

Series A Preferred Shares issued to seller

Fair value of 12% equity interest in RevenueZen retained by Sellers

Total purchase consideration

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

Schedule Of Recognized Identified Assets Acquired And Liabilities

Website domains

Purchase Price Allocation

Developed technology

Customer relationships

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Net assets acquired

From the period of acquisition of BCP Media through December 31, 2023, the Company generated total revenue and net loss of $ 3,291,319 and $ 1,787,898 , respectively.

The net loss included $ 397,396 of intangible asset amortization expense, as well as $2,061,763 of intangibles impairment.

BWPS Acquisition

On October 3, 2022, the Company entered into an Asset Purchase Agreement (“Asset Purchase Agreement”) with Hoang Huu Thinh, an individual (“ Hoang”).

Pursuant to the Asset Purchase Agreement, the Company will purchase from Hoang, substantially all of the Seller’s assets utilized in the operation of the business of providing a suite of optimization, customization, privacy and security products and services for WordPress (“WordPress Website Business”), with the core Business 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.

Pursuant to the Asset Purchase Agreement, and subject to the terms and conditions contained therein, at the closing, Hoang agreed to sell to Onfolio, LLC the WordPress Websites Business, all as more fully described in the Asset Purchase Agreement.

The aggregate purchase price for the WordPress Websites Business is as follows:

(i) $ 1,250,000 paid in cash at the closing and $ 40,000 .00 paid via a promissory note to be made by Onfolio, LLC payable to Hoang after the performance of certain obligations by Hoang and others as provided for in the Asset Purchase Agreement;

and (ii) up to $ 60,000 in cash pursuant to the earn-out provisions of the Asset Purchase Agreement.

The transaction closed on October 25, 2022.

The acquisition of BWPS assets is being accounted for as a business combination under ASC 805.

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

Schedule of preliminary Fair value Acquisition

From the period of acquisition of the RevenueZen Business through December 31, 2024, the Company generated total revenue and net loss of $ 2,072,991 and $ 124,735 , respectively.

This net loss is inclusive of $ 352,833 intangible asset amortization expense.

During the measurement period the Company recorded adjustments to decrease intangible assets and goodwill of $ 238,000 and $ 645,000 , respectively, as a result of change in estimates related to the expected revenue growth rates and changes in the estimates of the expected amounts owed under the earn-out provisions.

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 Shares, 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:

Cash paid to seller

Notes payable issued to seller

Contingent liability for earn-out provision

Total preliminary consideration transferred

Series A Preferred Shares issued to seller

Total purchase consideration

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

Schedule Of Recognized Identified Assets Acquired And Liabilities

Purchase Price Allocation

Developed technology

Customer relationships

Trademarks and Trade Names

Non-Compete agreement

Net assets acquired

From the period of acquisition of the DDS Rank Business through December 31, 2024, the Company generated total revenue and net loss of $ 141,572 and $ 48,362 , respectively, including intangible asset amortization expense of $ 112,250 .

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 Shares.

The entities comprising the Company’s special purpose vehicle funding program owns an aggregate of 20% of Eastern Standard Delaware in exchange for $500,000 payable in cash.

Eastern Standard Pennsylvania owns a 10% roll-over equity interest in Eastern Standard Delaware .

The 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 DDS Rank acquisition was as follows:

Purchase Price:

Promissory Note, net of discount

Preferred Shares

Roll-over equity

Total purchase consideration

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

Purchase Price Allocation

Accounts receivable

Unbilled receivables

Website domains

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Non-compete agreement

Deferred revenues

Net assets acquired

From the period of acquisition of BWPS through December 31, 2023, the Company generated total revenue and net loss of $ 338,046 and $ 559,087 , respectively.

The net loss included $ 149,139 of intangible asset amortization expense, as well as $ 580,284 of intangibles impairment.

From the period of acquisition of the Eastern Standard Business through December 31, 2024, the Company generated total revenue and net income of $ 973,716 and $ 74,807 , respectively, including intangible asset amortization expense of $ 85,125 .

Unaudited Pro Forma Financial Information

The following table sets forth the pro-forma consolidated results of operations for the year ended December 31, 2023 and 2022 as if the BCP Media, BWPS, SEO Butler, and Contentellect acquisitions occurred on January 1, 2022.

The following table sets forth the pro-forma consolidated results of operations for the year ended December 31, 2024 and 2023 as if the Contentellect, Revenue Zen, DDS Rank, and Eastern Standard acquisitions occurred on January 1, 2023.

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.

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During the year ended December 31, 2023, the Company recognized a goodwill impairment loss of $ 1,597,045 related to the BCP Media Acquisition, $ 580,284 related to the BWPS Acquisition, and $ 455,688 related to the SEO Butler Acquisition, for total aggregate goodwill impairment of $ 2,633,017 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.

The Company did not recognize any impairment charges related to goodwill for the year ended December 31, 2024.

NOTE 6 – INVESTMENTS IN JOINT VENTURES

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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 2023, 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.

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Based on the cash purchase price of the additional interest, the Company determined there was an impairment in the amount of $ 37,493 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 years ended December 31, 2023 due to lower operating results 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 years ended December 31, 2024 and 2023 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 in Groupbuild by the Company’s CEO on August 1, 2020 .

The Company was assigned a 20% interest, value at $49,000 in Groupbuild by the Company’s CEO on August 1, 2020 .

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

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The balance sheet of JV IV at December 31, 2024 included total assets of $ 842,594 and total liabilities of $ 27,153 .

The balance sheet of JV IV at December 31, 2023 included total assets of $842,794 and total liabilities of $11,823.

Additionally, the income statement for JV IV for the years ended December 31, 2024 and 2023 included the following:

The Company recognized equity method income of $ 13,190 and $ 34,432 during the years ended December 31, 2023 and 2022, and received dividends from JV IV of $ 20,473 and $ 33,488 , which were accounted for as returns on investment.

Net Income (loss)

The Company recognized equity method loss of $ 4,812 and equity method income of $ 13,190 during the years ended December 31, 2024 and 2023, and received dividends from JV IV of $ 0 and $ 20,473 , which were accounted for as returns on investment.

NOTE 7 – INTANGIBLE ASSETS

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Net Intangible

On May 2, 2022 the Company sold one its domain sites and related intellectual property for a purchase price of $ 45,694 , and recognized a loss of $ 34,306 on the disposal.

The Company also paid $ 7,392 in fees related to the transaction.

On October 13, 2022, the Company closed on its acquisition of the SEO Butler Acquisition.

As part of the acquisition, the Company acquired assets related to the online businesses operated by SEO Butler.

On February 1, 2023, the Company closed on its acquisition of the Contentellect Business.

As part of the acquisition, the Company acquired assets related to the websites operated by Contentellect.

Pursuant to the purchase price allocation as further described in Note 4, the Company allocated $ 850,000 , which is to be amortized over the estimated life of the assets ranging from 2 - 10 years.

On October 14, 2022, the Company closed on its acquisition of the BCP Media Acquisition.

As part of the acquisition, the Company acquired assets related to the Proofreading Business.

On January 1, 2024, the Company closed on its acquisition of RevenueZen LLC.

As part of the acquisition, the Company acquired assets related to the websites operated by RevenueZen.

Pursuant to the purchase price allocation as further described in Note 4, the Company allocated $ 993,000 , which is to be amortized over the estimated life of the assets ranging from 2 - 10 years.

On October 25, 2022, the Company closed on its acquisition of the Hoang Acquisition.

As part of the acquisition, the Company acquired assets related to Wordpress Plugins.

On April 1, 2024, the Company closed on its acquisition of certain customers from First Page LLC (“First Page”).

The acquisition is being accounted for as an asset acquisition and was comprised of an upfront payment of $ 15,000 cash, $ 20,000 cash contingent on signing customers to a new contract, and a 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 .

On June 24, 2024, the Company closed on its acquisition of the DDS Rank LLC.

As part of the acquisition, the Company acquired assets related to the websites operated by DDS Rank.

Pursuant to the purchase price allocation as further described in Note 4, the Company allocated $ 600,000 , which is to be amortized over the estimated life of the assets ranging from 2 - 10 years.

On February 1, 2023, the Company closed on its acquisition of the Contentellect Business, and allocated the entire $ 850,000 purchase price to domain name assets with an estimated life of 4 years.

During the year ended December 31, 2023, the Company recognized impairment losses of $ 889,937 of intangible assets, which was comprised of $ 700,000 related to the 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.

On October 1, 2024, the Company closed on its acquisition of Eastern Standard LLC.

As part of the acquisition, the Company acquired assets related to the websites operated by Eastern Standard.

Pursuant to the purchase price allocation as further described in Note 4, the Company allocated $ 1,130,000 , which is to be amortized over the estimated life of the assets ranging from 2 - 10 years.

On November 20, 2024, the Company, and its subsidiary WP Folio entered into an Asset Purchase Agreement (the “WP Folio Purchase Agreement”) with WSC 8034 OpCo 1 LLC (“Buyer”).

Pursuant to the WP Folio Purchase Agreement, Buyer will purchase from the Company all of WP Folio’s assets utilized in the operation of its business of providing cyber security software solution for an aggregate purchase price of $ 780,000 in cash.

As a result of the transaction, the Company recorded a gain on the disposition of the net assets in the amount of $ 453,581 .

During the year ended December 31, 2024, the Company recognized impairment losses of $ 121,000 of intangible assets related to the website domain operating under Vital Reaction.

During the year ended December 31, 2023, the Company recognized impairment losses of $ 2,383,748 of intangible assets, which was comprised of $ 700,000 related to the Mighty Deals website domains, $ 84,000 related to Pretty Neat Creative, operating under Onfolio Crafts LLC, $ 105,937 related to various website domains operating under Onfolio Assets LLC., $ 1,045,604 related to the BCP Media acquisition intangible assets, and $ 448,207 related to the SEO Butler intangible assets.

The following is an amortization analysis of the annual amortization of intangible assets on a fiscal year basis as of December 31, 2024:

Schedule of Future Minimum Annual Lease Commitments Under Operating Leases

For the year ended December 31, Schedule Of Recognized Identified Assets Acquired And Liabilities

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

Total remaining intangibles amortization

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The Company has the right, but not obligation to redeem the Series A beginning January 1, 2026, at the liquidation value per share plus any unpaid dividends.

During the year ended December 31, 2023, the company issued 22,600 Series A Preferred Stock in exchange for $ 565,000 of cash proceeds.

On January 4, 2024, in connection with the RevenueZen Acquisition as discussed in Note 5, the Company issued 17,000 shares of Series A Preferred stock for a value of $ 425,000 .

On June 24, 2024, in connection with the DDS Rank Acquisition as discussed in Note 5, the Company issued 8,000 shares of Series A Preferred stock for a value of $ 200,000 .

On October 1, 2024, in connection with the Eastern Standard Acquisition as discussed in Note 5, the Company issued 16,400 shares of Series A Preferred stock for a value of $ 410,000 .

During the year ended December 31, 2024, the Company sold 800 shares of Series A Preferred Stock for $ 20,000 of cash proceeds.

During the year ended December 31, 2023, the company issued 22,600 Series A Preferred Stock in exchange for $ 565,000 of cash proceeds.

During the year ended December 31, 2023 and 2022, the company recognized $ 227,298 and $ 195,145 in dividends to the Series A shareholders, and made cash dividend payments of $ 213,691 and $ 142,239 .

During the years ended December 31, 2024 and 2023, the company recognized $ 354,228 and $ 227,298 in dividends to the Series A shareholders, respectively, and made cash dividend payments of $ 321,442 and $ 213,691 .

As of December 31, 2024 and 2023, the Company has remaining unpaid dividends of $ 100,797 and $ 68,011 .

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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.

On August 25, 2022, the “Company entered into an underwriting agreement with EF Hutton, division of Benchmark Investments, LLC (the “underwriter”), relating to the Company’s initial public offering of units (the “Units”) pursuant to the Company’s registration statement on Form S-1 (File No.

333-264191) , under the Securities Act of 1933, as amended (the “Securities Act”).

Pursuant to the underwriting agreement, the Company sold 2,753,750 units at a public offering price of $5.00 per unit, with each unit consisting of one share of common stock, par value $ 0.001 per share , and two warrants, with each warrant exercisable to purchase one share of common stock, at an exercise price of $ 5.00 per share.

The warrants have the rights as set forth under a warrant agency agreement.

The shares of common stock and the warrants were immediately separable and were issued separately.

The Company also granted the underwriter a 45-day over-allotment option, if any, to purchase up to a) 413,063 additional shares of common stock, and/or b) 826,126 additional warrants, equivalent to 15 % of the shares of common stock and warrants sold in the offering.

On August 29, 2022, the underwriter partially exercised this option and purchased 609,750 additional warrants at the purchase price of $.01 per warrant for aggregate gross proceeds of $6,097.50 .

The Company also issued the underwriter a warrant to purchase 82,613 shares of the Company’s common stock at an exercise price of $ 5.50 , which is 110 % of the initial public offering price.

The underwriter’s warrant may be exercised in whole or in part, commencing on a date which is six months from August 25, 2022 until August 25, 2027.

The underwriting agreement includes customary representations, warranties and covenants by the Company.

It also provides that the Company will indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or contribute to payments the underwriters may be required to make because of any of those liabilities.

In exchange for the underwriters’ services, the Company agreed to sell the Units to the underwriters at a purchase price of $4.60 per unit.

The Company’s officers and directors and their affiliates have agreed, subject to certain exceptions, not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any shares of our common stock or other securities convertible into or exercisable or exchangeable for shares of our Common Stock until May 27, 2023 without the prior written consent of the underwriter.

The Offering closed on August 30, 2022, and the Company sold 2,753,750 shares of Common Stock and 5,507,500 Warrants (6,117,250 Warrants including the Option Warrants) to the underwriters for total gross proceeds of $ 13,774,848 .

After deducting the underwriting commissions, discounts, and offering expenses, the Company received net proceeds of $ 12,225,470 .

The Company has not declared any dividends on common stock to date.

In 2020, the Board of Directors of the Company approved the Onfolio Holdings, Inc.

2020 Equity Incentive Plan (the “2020 Plan”).

The 2020 Plan allows for the Board of Directors to grant various forms of incentive awards covering up to 2,000,000 shares of common stock.

During the year ended December 31, 2022, the Board of Directors amended the 2020 Plan to increase the aggregate number of shares available for issuance under the 2020 Plan to 2,600,000 shares of common stock.

As of December 31, 2024, there were 2,167,750 shares of the Company’s common stock remaining to be issued under the Amended 2020 Plan.

Common Share Awards

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Stock Options

On January 4, 2024, the Company awarded an aggregate of 270,000 options to purchase shares of common stock to certain of the founders of Revenue Zen as discussed in Note 4, at $ 0.51 per share for a period of 10 years pursuant to the Company’s 2020 Equity Compensation Plan.

The Company estimated fair value of these options to be $0.22 per share using a, Black-Scholes option pricing model, incorporating the Company’s capital structure and the components of the consideration transferred to the sellers of the RevenueZen Delaware, and the fair value of the options is included as part of the consideration transferred as part of the acquisition.

During the year ended December 31, 2023, the Company awarded an aggregate of 60,000 common stock options to the non-employee directors of the Company, of which 30,000 vested immediately, and 2,500 per quarter thereafter until fully vested.

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and an expected term of five to ten years .

During the year ended December 31, 2022, the Company issued a total of 49,560 options to certain employees of the Company with an exercise price of $5.95, and an exercise term of three years.

The Company estimated fair value of these options to be $4.41 per share using a Black-Scholes option pricing model, and the expense associated with the options will be recognized over the requite service period of 20 months .

The Company also awarded an additional 23,100 options to certain employees of the Company, with an exercise price of $14.29 per share and an exercise term of three years.

The Company estimated fair value of these options to be $3.63 per share using a Black-Scholes option pricing model, and the expense associated with the options will be recognized over the requite service periods of between 24 and 30 months.

The fair value of the stock options was estimate using a Black-Scholes option pricing model and the following assumptions:

1) dividend yield of 0%;

2) risk-free rate of 0.97% to 1.91%;

3) volatility of 127.7% to 129.5% based on a group of peer group companies;

4) a common stock price of $5.95 based on the most recent common stock sales for cash, and 5) an expected term of three years .

A summary of stock option information is as follows:

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Exercisable at December 31, 2024

The weighted average remaining contractual life is approximately 7.24 years for stock options outstanding with no intrinsic value of as of December 31, 2023.

The weighted average remaining contractual life is approximately 7.97 years for stock options outstanding with an intrinsic value of $ 252,420 as of December 31, 2024.

The Company recognized stock-based compensation of $ 47,868 and $ 124,310 during the years ended December 31, 2024 and 2023, respectively.

The Company expects to recognize an additional $ 6,813 of compensation cost related to options that are expected to vest.

Stock Warrants

Common Stock Warrants

A summary of stock warrant information is as follows:

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As of December 31, 2024 and 2023 the balances due from related parties were $ 89,536 and $ 93,372 included in current liabilities.

During the year ended December 31, 2022, the Company paid the $ 215,000 related to the Company’s capital contribution for its equity interest in JV IV.

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 December 31, 2023 and 2022, the Company was owed $ 36,994 and $ 36,854 by the entities controlled by the Company’s CEO.

The Company recognized $ 40,000 of stock-based compensation for director compensation during the year ended December 31, 2022.

As of December 31, 2023 and 2022, the Company had accrued $ 90,000 and $ 60,000 in cash compensation to the directors, included in accounts payable and other liabilities on the consolidated balance sheet.

As of December 31, 2024 and 2023, the Company was owed $ 36,994 by the entities controlled by the Company’s CEO.

As of December 31, 2024 and 2023, the Company had accrued $ 42,500 and $ 90,000 respectively in cash compensation to the directors, included in accounts payable and other liabilities on the consolidated balance sheet.

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 June 13, 2022, the Company entered into a short term financing agreement with a payment services provider for total principal of $ 47,520 and received cash proceeds of $ 44,000 .

The Company will pay 17 % of its daily sales processed through the service provider until the total principal is repaid.

As of December 31, 2022 the balance had been repaid in full.

On October 13, 2022, the Company entered into a short term financing agreement with a payment services provider for total principal of $ 82,490 and received cash proceeds of $ 73,000 .

The Company will pay 17 % of its daily sales processed through the service provider until the total principal is repaid.

As of December 31, 2023 and 2022 the Company owed $ 0 and $ 68,959 , respectively.

On October 13, 2022, the Company entered into the BCP Note as part of the acquisition of BCP media.

The BCP Note had a principal sum of $2,399,000, and matured on the one year anniversary from the date of the BCP Note.

Interest on the outstanding principal balance of, and all other sums owing under the Loan Amount, was three percent (3%), compounded annually.

The Loan Amount was payable as follows:

(i) commencing on the date that was thirty (30) days from the date of the BCP Note, and continuing monthly on such same day thereafter, the Company made an interest only payment to BCP Media equal to $5,997.50 per month;

and (ii) the entire Loan Amount, together with all accrued but unpaid interest thereon, was due and payable on the Maturity Date .

During the year ended December 31, 2023, the Company repaid the principal balance of the loan in full.

On January 4, 2024, the Company entered into the RevenueZen Note as part of the acquisition of RevenueZen.

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 .

As of December 31, 2024 the balance due on the RevenueZen Note was $ 390,000 .

The required $ 50,000 payment was made on July 2, 2024.

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 December 31, 2024 the balance due on the notes was $ 250,000 .

On June 6, 2024, the Company entered into the DDS Rank Note as part of the acquisition of DDS Rank.

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 December 31, 2024 the balance due on the DDS Rank Note was $ 200,000 .

On October 1, 2024, the Company entered into the Eastern Standard Short Term Note as part of the acquisition of Eastern Standard.

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.

As of December 31, 2024, the balance due on the Eastern Standard Short Term Note was $ 400,000 , which is classified under Notes payable – related parties, current on the balance sheet

In addition, on October 1, 2024, the Company entered into the Eastern Standard Note as part of the acquisition of Eastern Standard.

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 December 31, 2024, the balance due on the Eastern Standard Note was $ 850,000 , which is classified under Notes payable – related parties, current on the balance sheet

During the year ended December 31, 2024 the Company received proceeds of $ 200,000 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 Borrower’s wholly-owned subsidiaries, as agreed upon by both parties.

As of December 31, 2024, the Company has repaid $ 1,000 of the funds advanced.

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 December 31, 2024:

Borrowing Entity

Origination Date

Interest rate

Original cash advanced

Balance as of December 31, 2024

Proofread Anywhere

January 30, 2024

Contentellect

June 29, 2024

Vital Reaction

June 30, 2024

Onfolio Assets

August 31, 2024

Proofread Anywhere

August 24, 2024

Vital Reaction

October 31, 2024

Onfolio Assets

November 5, 2024

Contentellect

November 18, 2024

Total balance as of December 31, 2024

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

Fiscal year ended:

December 31, 2025

December 31, 2026

December 31, 2027

December 31, 2028

NOTE 11 – DEFERRED REVENUE

Deferred revenue as of December 31, 2024 and 2023 consisted of the following:

Website design and implementation

Website management

Advertising and content services

Total deferred revenue

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

Balance as of December 31, 2022

Billings for the period

Revenue recognized

( 1,496,038 )

Balance as of December 31, 2023

Billings for the period

Revenue recognized

( 4,660,069 )

Balance as of December 31, 2024

Transaction price allocated to remaining 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 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.

As of December 31, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 149,965 in deferred revenue and $ 0 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.

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:

Costs on uncompleted contracts

Estimated earnings

Total costs and estimated profits on uncompleted contracts

unbilled amounts on completed contracts

Progress billings

( 1,703,630 )

Unbilled accounts receivables (deferred revenues), net

$ ( 359,107 )

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

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

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

Unbilled accounts receivables (deferred revenues), net

$ ( 359,107 )

NOTE 13 - INCOME TAXES

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( 1,399,231 )

( 1,254,474 )

Deferred tax assets

NOTE 14 – 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 (the “BWPS Asset Purchase Agreement”) with Hoang Huu Thinh, an individual (“ Hoang” “Seller”).

Pursuant to the BWPS Asset Purchase Agreement, the Company agreed to pay up to $60,000 in cash pursuant to certain earn-out provisions.

The earn-out provision is for a period of three years after the closing (the "Earn-out Period" ends 10/3/2025), the Seller shall be eligible for two additional cash payments (together, the “Earn-out Payments”).

The earn-out payments are earned if (a) If in any calendar month, the monthly gross revenue generated is $47,500 or more, then the Company shall pay the Seller a one-time payment of $30,000 (“Earn-out Payment 1”), payable within thirty days of the Earn-out Payment 1 being earned and (b) if during any calendar month, the monthly gross revenue generated is $52,000 or more, then the Company shall pay the Seller a one-time payment of $30,000 (“Earn-out Payment 2”), payable within thirty days of the Earn-out Payment 2 being earned .

AS of December 31, 2024, no conditions of the earn-out provision have been met and no earn-out payments have been made.

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.

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 has 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 .

As of December 31, 2024, the earn-out amount has not been paid to the seller.

On April 1, 2024, the Company closed on its acquisition of certain customers from First Page, and subject to the terms and conditions contained therein, 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 year ended December 31, 2024, the Company paid $ 59,093 to the seller of First Page pursuant to the revenue share provisions.

As of December 31, 2024, the Company estimated the remaining obligations owed under the revenue share provisions to be $ 240,929 resulting in a change in the fair value of the continent consideration of $ 63,126 .

NOTE 15 – SUBSEQUENT EVENTS

Management has evaluated events through March 31, 2024, the date these financial statements were available for issuance, and determined there were no events requiring disclosures, except as noted below.

On December 31, 2023, Onfolio Holdings Inc.

(the “ Company ”) and RevenueZen LLC, a Delaware limited liability company (“ RevenueZen Delaware ”) and subsidiary of the Company entered into and closed an asset purchase agreement (the “ Asset Purchase Agreement ”) with RevenueZen LLC, an Oregon limited liability company (“ RevenueZen ”), for the purchase of substantially all of the assets utilized in the operation of the RevenueZen business.

RevenueZen works with B2B brands to grow their organic and referral traffic.

In addition, they provide and consult on content marketing services to help convert that traffic into paying customers.

Services range from Search Engine Optimization (‘SEO’) to Linkedin marketing.

Pursuant to the Asset Purchase Agreement, and subject to the terms and conditions contained therein, at the closing, RevenueZen agreed to sell to RevenueZen Delaware the RevenueZen Business, all as more fully described in the Asset Purchase Agreement.

The aggregate purchase price for the RevenueZen Business was $1,105,000, consisting of $240,000 in cash at closing, $425,000 in Onfolio Series A Preferred Shares, and a $440,000 11% interest only secured promissory note made by RevenueZen Delaware due December 31, 2025 (the “ Promissory Note ”).

Additionally, for up to 12 months, additional earn-out payments could be paid to RevenueZen pursuant to the earn-out formula described in the Asset Purchase Agreement.

In addition, five RevenueZen founders received a total of a 12% roll-over equity interest RevenueZen Delaware, and they will serve in leadership roles with the RevenueZen Delaware team.

Also, certain of the founders received a total of 270,000 non-qualified stock options to purchase Company common shares at $ 0.51 per share pursuant to the Company’s 2020 Equity Compensation Plan.

The Company transferred consideration to the sellers of RevenueZen and obtained full control of the RevenueZen business in January 2024.

Management has evaluated events through April 15, 2025, the date these financial statements were available for issuance, and determined there were no events requiring disclosures, except as noted below.

During the year ended December 31, 2024 the Company received proceeds of $ 200,000 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.

The Company repaid $ 1,000 of the funds advanced.

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 shares, 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.

Pursuant to the requirements of Section 13 or 15(d) 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.

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Dominic Wells

/s/ Esbe van Heerden

Chief Financial Officer, President, Principal Financial and Accounting Officer

/s/ Adam Trainor

Interim Chief Financial Officer, Chief Operations Officer, Principal Financial and Accounting Officer

April 15, 2025

Esbe van Heerden

/s/ Andrew Lawrence

8 unchanged sentences

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 9A. Controls and Procedures