19 unchanged sentences
We determined that we had a material weakness because:
−Removed: 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.
−Removed: These control deficiencies did not result in adjustment to the consolidated financial statements.
+Added: The Company has a limited number of accounting and financial reporting personnel, which restricts its ability to maintain adequate segregation of duties across its financial reporting processes.
+Added: This lack of segregation of duties is a pervasive control deficiency that contributes to the specific material weaknesses described below.
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.
−Removed: The design and maintenance of effective internal controls over the accounting for impairment of goodwill and intangible assets and purchase accounting was ineffective.
+Added: During 2024, 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.
+Added: As described below under “Changes in Internal Controls over Financial Reporting,” management implemented remediation measures during 2025 to address this material weakness.
Management’s Plan to Remediate the Material Weakness
6 unchanged sentences
Changes in Internal Controls over Financial Reporting
−Removed: There have been no changes in our internal control over financial reporting during the fourth quarter of fiscal year 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: During the year ended December 31, 2025, management implemented the following changes to its internal control over financial reporting to remediate the previously identified material weakness related to the design and execution of review controls over impairment testing of goodwill and intangible assets:
+Added: Redesigned the impairment review control.
+Added: Management established a formalized, multi-step impairment assessment process aligned with ASC 350 (goodwill and indefinite-lived intangible assets) and ASC 360 (long-lived assets).
+Added: The process includes a structured triggering-event assessment against the indicators prescribed by ASC 360-10-35-21, recoverability testing using undiscounted future cash flows, and fair value measurement using discounted cash flow models with independently benchmarked assumptions for discount rates, growth rates, survivability factors, and terminal value multiples.
+Added: Established segregation of duties and independent review.
+Added: Management engaged a technically qualified outside accounting consultant with impairment and valuation expertise to serve as the independent reviewer.
+Added: The impairment analysis is prepared by the Company’s external consultant, independently reviewed by the outside accounting consultant, and approved by the Chief Financial Officer.
+Added: No individual may both prepare and approve the analysis.
+Added: Implemented standardized review documentation and evidence retention.
+Added: Management developed a comprehensive process overview checklist that documents each step of the impairment assessment, the responsible preparer and reviewer, and dated sign-offs for each procedure performed.
+Added: Review evidence includes annotated models, independent recalculation tie-outs, sensitivity analyses, and formal conclusions at each stage.
+Added: Enhanced the precision and rigor of key assumption evaluation.
+Added: The redesigned review procedures require the independent reviewer to evaluate and document the reasonableness of discount rates (benchmarked against weighted average cost of capital), long-term growth rates (benchmarked against economic indicators), revenue and margin forecasts (tested against historical actuals and budgets), and terminal value methodology.
+Added: Management believes the remediation measures described above have been designed effectively to conclude that the material weakness related to impairment testing has been remediated as of December 31, 2025.
+Added: The remaining material weaknesses related to the limited size of the Company’s accounting staff and the resulting inability to maintain adequate segregation of duties over the review and documentation of manual journal entries and the accounting for website design and implementation and website management revenues have not yet been fully remediated.
+Added: Management continues to work toward remediation of these weaknesses through the addition of accounting personnel and implementation of enhanced review procedures commensurate with the Company’s size and resources.
Other Information
2 unchanged sentences
On December 30, 2025, 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.
−Removed: 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.
+Added: The arrangement provided for the purchase of 74,500 shares of the Company’s common stock and it terminated on December 31, 2025, after all of the shares of common stock were purchased.
The trading arrangement was adopted during an open trading window and satisfied the Company’s policies regarding insider transactions.
46 unchanged sentences
David McKeegan has served as a Director since January 2022.
−Removed: McKeegan is the Co-founder and CEO of Greenback ETS which was founded in 2009 and serves thousands of U.S.
+Added: McKeegan was the Co-founder and CEO of Greenback ETS which was founded in 2009 and serves thousands of U.S.
expat clients around the world become and stay compliant with their U.S.
taxes while overseas.
−Removed: He is also the Co-founder and CEO of GBS Tax and Bookkeeping, which was started in 2018 and serves entrepreneurs and startups who incorporate in the United States.
+Added: He is also the Co-founder and CEO of Cleer LLC, which was started in 2018 and serves entrepreneurs and startups who incorporate in the United States.
Prior to Co-founding Greenback ETS, Mr.
6 unchanged sentences
Since 2017 he has been a board member of Einstein Healthcare Network.
−Removed: Lipstein joined the board of directors in of Infrasight Software in 2020, a start-up venture that provides software that powers Hybrid IT and Multi-Cloud business decisions.
+Added: Lipstein joined the board of directors of Infrasight Software in 2020, a start-up venture that provides software that powers Hybrid IT and Multi-Cloud business decisions.
+Added: Lipstein joined the board of Quest Resource Holding Company (NASDAQ:QRHC) in 2025 where he serves as a member of the audit committee.
Lipstein previously served as an independent board member of Ocwen Financial (NYSE), a mortgage loan servicer where he was a member of the Audit Committee and Compensation Committee from 2017 to 2020.
38 unchanged sentences
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;
+Added: except that each of Adam Trainor (CFO and COO), Andrew Lawrence (director), David McKeegan (director), Robert J.
+Added: Lipstein (director), and Mark N.
+Added: Schwartz (director) each filed one late Form 4.
Hedging Disclosure/Insider Trading
9 unchanged sentences
Our 2025 named executive officers are:
−Removed: Dominic Wells, Esbe van Heerden, and Adam Trainor.
+Added: Dominic Wells and Adam Trainor.
Summary Compensation Table
2 unchanged sentences
Chief Executive Officer, Chief Revenue Officer, Secretary, Treasurer, Director
−Removed: Esbe van Heerden
−Removed: President and Chief Financial Officer
−Removed: Chief Operations Officer
+Added: Chief Operations Officer and Interim Chief Financial Officer
___________________________
−Removed: 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.
−Removed: 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.
5 unchanged sentences
Dominic Wells Employment Agreement.
−Removed: On August 1, 2020, our Company entered into a written employment agreement with Mr.
−Removed: Wells as its Chief Executive Officer providing for an annual salary of $120,000 per year.
+Added: On August 1, 2020, and January 1, 2022, our Company entered into a written employment agreement with Mr.
+Added: Wells as its Chief Executive Officer providing for an annual salary of $120,000 per year and $150,000 per year, respectively.
On January 1, 2025, our Company entered into a new employment agreement with Mr.
7 unchanged sentences
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.
−Removed: Esbe van Heerden Employment Agreement.
−Removed: Our Company entered into an employment agreement dated February 1, 2022, with Ms.
−Removed: van Heerden as its President providing for an annual salary of $120,000 per year.
−Removed: On November 1, 2023, our Company entered into a new employment agreement with Ms.
−Removed: van Heerden as its Chief Financial Officer and President.
−Removed: Pursuant to the agreement, Ms.
−Removed: van Heerden receives an annual salary of $150,000, which is paid semi-monthly in accordance with our Company’s normal payroll procedures.
−Removed: 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.
−Removed: van Heerden resigned as our Chief Financial Officer on December 31, 2024.
Adam Trainor Employment Agreement .
8 unchanged sentences
Trainor is also eligible to receive certain employee benefits and bonuses under any bonus plan program that may be established by our Board of Directors.
−Removed: Additionally, in connection with his employment with the Company, Mr.
−Removed: Trainor was granted 21,000 non-qualified stock options pursuant to the Company’s 2020 Plan.
−Removed: The options have an exercise price of $5.95 per share.
In the event that Mr.
24 unchanged sentences
Dominic Wells
−Removed: Esbe van Heerden
−Removed: Vest over a period of one and a half years at the rate of 252 per month beginning on January 1, 2022.
−Removed: Vest over a period of two years at the rate of 672 per month beginning on February 28, 2022.
+Added: Vested immediately.
Director Compensation
1 unchanged sentence
Any determinations with respect to Board compensation are made by our Board of Directors.
−Removed: During Fiscal year 2024, each of our independent directors who serve on our Board received a quarterly stipend of $5,000 payable in cash.
+Added: During Fiscal year 2025, each of our independent directors who serve on our Board received 30,000 stock options and a quarterly stipend of $5,000 payable in cash.
+Added: Additionally, the chair of our (i) audit committee receives an additional quarterly stipend of $2,500 payable in cash;
+Added: and (ii) compensation committee receives an additional quarterly stipend of $1,250 payable in cash.
Additionally, the chair of our audit committee receives an additional quarterly stipend of $2,500 payable in cash.
7 unchanged sentences
Serves as an executive officer and a director, but receives no additional compensation for serving as a director.
+Added: The option awards in this column reflect 30,000 options issued on March 25, 2025 to purchase shares of our Company’s common stock at an exercise price of $1.10 that vest pursuant to the following schedule:
+Added: 50% of the options vest immediately, and the remaining options vest on December 31, 2025.
+Added: The aggregate fair value of awards and options in this column are computed in accordance with FASB ASC 718.
+Added: All assumptions made in the valuation are more fully described in Note 9 – Stockholder’s Deficit of Notes to Financial Statements.
+Added: The amounts shown in this column do not reflect dollar amounts actually received.
Compensation Policies and Practices as They Relate to Our Risk Management
11 unchanged sentences
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: 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.
+Added: The following table sets forth, as of March 31, 2026 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.
7 unchanged sentences
6162 Dusenburg Road, Delray Beach, Florida 33484
+Added: ATW Digital Assets XI LLC (6)
+Added: 1 Pennsylvania Plaza, Suite 4810, New York, New York 10119
+Added: Alta Partners LLC (7)
+Added: 1205 Franklin Avenue, Garden City, New York 11530
+Added: Valarseo LLC (8)
+Added: 10225 Ulmerton Rd 3D, Largo, Florida 33771
+Added: Adam Garcia (9)
+Added: 16785 Broadwater Ave, Winter Garden, Florida 34787
Directors and Named Executive Officers
9 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.
−Removed: Based on 5,127,395 shares of common stock outstanding on April 14, 2025.
+Added: Based on 5,863,215 shares of common stock outstanding on March 31, 2026.
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.
−Removed: Based solely upon a review of Schedule 13G filings with the SEC.
−Removed: Includes 241,900 shares of common stock and 458,100 immediately exercisable warrants to purchase 458,100 shares of common stock.
+Added: Based upon a review of Schedule 13G and Schedule 13G/A filings with the SEC and the Company’s certified shareholder list from VStock Transfer as of December 31, 2025.
+Added: Based on Schedule 13G/A filed with the SEC on September 16, 2025.
+Added: Represents 524,404 immediately exercisable warrants to purchase 524,404 shares of common stock.
+Added: Based on Schedule 13G filed with the SEC on February 11, 2026.
+Added: Represents 569,077 shares of common stock.
+Added: The common stock represents the approximate number of shares which ATW Digital Assets XI LLC (the "Holding Company") has the right to acquire within sixty (60) days through the conversion and/or exercise of senior secured convertible debt ("Convertible Debt") and rights to receive shares of Common Stock ("Rights Shares") issued by the Company.
+Added: The Holding Company is wholly owned by ATW Master Fund V Inc., which is wholly owned by the private fund, ATW Master Fund V LP (the "Fund").
+Added: ATW Partners Opportunities Management, LLC (the "Adviser") serves as the investment manager to the Fund.
+Added: Antonio Ruiz-Gimenez and Kerry Propper are control persons of the Adviser (the "Control Persons," and collectively with the Holding Company, ATW Master Fund V Inc., the Fund, and the Adviser, the "Reporting Persons").
+Added: By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the Holding Company.
+Added: Based on Schedule 13G/A (Amendment No.
+Added: 2) filed with the SEC on November 18, 2025.
+Added: Represents 630,470 immediately exercisable warrants to purchase 630,470 shares of common stock.
+Added: Steven Cohen serves as the Managing Member of Alta Partners, LLC.
+Added: Based on the Company’s certified shareholder list from VStock Transfer as of December 31, 2025.
+Added: Represents 370,371 shares of restricted common stock.
+Added: Lorenzo Cagni serves as the CEO of Valarseo LLC.
+Added: Based on Schedule 13G filed with the SEC on June 11, 2025, and the Company’s certified shareholder list from VStock Transfer as of December 31, 2025.
+Added: Includes 268,597 shares of common stock, 37,038 shares of restricted common stock issued in connection with the Company’s October 2025 private placement, and 22,645 immediately exercisable warrants to purchase 22,645 shares of common stock.
Includes 1,240,000 shares of common stock and 476,931 immediately exercisable warrants to purchase 476,931 shares of common stock.
Represents 200,000 immediately exercisable options.
−Removed: Includes 700 shares of common stock and 15,000 immediately exercisable.
+Added: Includes 700 shares of common stock and 45,000 immediately exercisable options.
+Added: Includes an aggregate of 1,242,800 shares of common stock, 476,931 warrants, and 380,000 stock options beneficially owned by all executive officers and directors as a group.
We are not aware of any arrangements that could result in a change of control.
4 unchanged sentences
From time to time, the Company pays expenses directly on behalf of the Joint Ventures that it manages and receives funds on behalf of the joint ventures.
−Removed: As of December 31, 2024 and 2023 the balances due from related parties were $89,536 and $93,372 included in current liabilities.
+Added: As of December 31, 2025 and 2024 the balances due from related parties were $58,195 and $89,536, respectively, included in due from related parties.
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.
−Removed: As of December 31, 2024 and 2023, the Company was owed $36,994 and $36,994 by the entities controlled by the Company’s CEO.
+Added: As of December 31, 2025 and 2024, the Company was owed $36,994 by the entities controlled by the Company’s CEO.
No member of management has benefited from the transactions with related parties.
14 unchanged sentences
Principal Accountant Fees and Services
−Removed: 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.
+Added: Astra Audit & Advisory, LLC (“Astra”) was our independent registered public accounting firm for our fiscal year ended December 31, 2025 and December 31, 2024.
+Added: BF Borgers CPA PC (“BF Borgers”) was our independent registered public accounting firm at the start of the fiscal year ended December 31, 2024.
The SEC entered an Order denying BF Borgers the privilege of appearing or practicing before the SEC as an accountant.
8 unchanged sentences
Audit Fees are the aggregate fees billed during the years ended December 31, 2025 and December 31, 2024 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.
−Removed: 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
+Added: Audit fees for 2025 were higher than in the prior year primarily due to increased audit complexity, including work related to the Eastern Standard acquisition, the valuation and accounting analysis of the Company’s convertible note, and the Company’s digital asset activities.
Audit-Related Fees are the aggregate fees billed during the years ended December 31, 2025 and December 31, 2024 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.
−Removed: For 2023, these fees primarily consist of audit fees paid relating to acquisitions we ultimately did not make.
−Removed: For 2024, these fees consisted of audit fees paid relating to the RevenueZen and Eastern Standard acquisitions.
+Added: For 2025, these fees consisted primarily of amounts billed for work performed in connection with the audit of the Eastern Standard acquisition.
+Added: Audit-related fees decreased from the prior year due to the absence of acquisition activity in 2025.
Tax Fees are the aggregate fees billed during the years ended December 31, 2025 and December 31, 2024 for tax compliance services rendered.
59 unchanged sentences
Filed Herewith
−Removed: Employment Agreement dated as of August 1, 2020, by the Company and Dominic Wells
−Removed: 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, 2022, by the Company and Dominic Wells
Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 04/07/22
−Removed: Employment Agreement dated as of February 1, 2022, by the Company and Esbe van Heerden
−Removed: Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 04/07/22
−Removed: Employee Agreement dated as of November 1, 2023, by the Company and Esbe van Heerden
−Removed: Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 11/06/23
+Added: Employee Agreement Amendment March 25, 2025 – Dominic Wells
+Added: Incorporated by reference to Company’s Form 10-Q filed with the SEC on 08/14/2025
Employment Agreement dated as of February 1, 2022, by the Company and Adam Trainor
2 unchanged sentences
Incorporated by reference to Company’s Form 8-K filed with the SEC on 12/20/2024
−Removed: Form of Director and Officer Indemnification Agreement Agreement
+Added: Form of Director and Officer Indemnification Agreement
Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 04/07/22
Promissory Note - RevenueZen
−Removed: Incorporated by reference to Company’s Form 8-K filed on 01/04/24
+Added: Incorporated by reference to Company’s Form 8-K filed with the SEC on 01/04/24
Form of $400,000 Promissory Note – Eastern Standard
−Removed: Incorporated by reference to Company’s Form 8-K filed on 10/22/2024
+Added: Incorporated by reference to Company’s Form 8-K filed with the SEC on 10/22/2024
Form of $850,000 Promissory Note – Eastern Standard
−Removed: Incorporated by reference to Company’s Form 8-K filed on 10/22/2024
+Added: Incorporated by reference to Company’s Form 8-K filed with the SEC on 10/22/2024
Form of Security Agreement – Eastern Standard
−Removed: Incorporated by reference to Company’s Form 8-K filed on 10/22/2024
+Added: Incorporated by reference to Company’s Form 8-K filed with the SEC on 10/22/2024
Form of Corporate Guarantee
−Removed: Incorporated by reference to Company’s Form 8-K filed on 10/22/2024
+Added: Incorporated by reference to Company’s Form 8-K filed with the SEC on 10/22/2024
+Added: Securities Purchase Agreement between the Company and Buyers, dated November 17, 2025
+Added: Incorporated by reference to Company’s Form 8-K filed with the SEC on 11/19/25
+Added: Form of Senior Secured Convertible Note dated November 17, 2025
+Added: Incorporated by reference to Company’s Form 8-K filed with the SEC on 11/19/25
+Added: Form of Right to Receive Common Stock dated November 17, 2025
+Added: Incorporated by reference to Company’s Form 8-K filed with the SEC on 11/19/25
+Added: Form of Security and Pledge Agreement dated November 17, 2025
+Added: Incorporated by reference to Company’s Form 8-K filed with the SEC on 11/19/25
+Added: Form of Guaranty dated November 17, 2025
+Added: Incorporated by reference to Company’s Form 8-K filed with the SEC on 11/19/25
+Added: Form of Registration Rights Agreement dated November 17, 2025
+Added: Incorporated by reference to Company’s Form 8-K filed with the SEC on 11/19/25
Code of Ethics and Business Conduct
1 unchanged sentence
Insider Trading Policy
−Removed: Filed herewith
+Added: Incorporated by reference to Company’s Form 10-K filed with the SEC on 4/16/25
Subsidiaries of the Registrant
Filed herewith
−Removed: List of issuer and guarantor subsidiaries
−Removed: Filed herewith
Consent of Independent Registered Public Accounting Firm – Astra Audit & Advisory, LLC
30 unchanged sentences
Opinion on the Financial Statements
−Removed: We have audited the accompanying balance sheets of Onfolio Holdings, Inc.
−Removed: (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).
−Removed: 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.
+Added: We have audited the accompanying consolidated balance sheets of Onfolio Holdings, Inc.
+Added: (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the consolidated financial statements).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, 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
1 unchanged sentence
As discussed in Note 3, the Company has recurring net losses and negative cash flow from operations.
−Removed: These factors raise substantial doubt about the Company’s ability to continue as a going concern.
+Added: These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
Our opinion is not modified with respect to that matter.
14 unchanged sentences
/s/ Astra Audit & Advisory, LLC
+Added: Astra Audit & Advisory, LLC
We have served as the Company’s auditor since 2024.
+Added: 3702 W Spruce St # 1430
Tampa, Florida 33607
−Removed: Firm ID 669256
−Removed: April 15, 2025
+Added: March 31, 2026
+Added: 3702 W Spruce St #1430 • Tampa, Florida 33607 • +1.813.441.9707
FINANCIAL STATEMENTS
8 unchanged sentences
Due from related party
+Added: Investment in digital assets
Investment in unconsolidated joint ventures, cost method
8 unchanged sentences
Deferred revenue
+Added: Derivative liability
Total Current Liabilities
1 unchanged sentence
Notes payable - related parties
+Added: Convertible notes, net of discount
Total Liabilities
37 unchanged sentences
Interest income (expense), net
+Added: Change in fair value of digital assets
+Added: Change in fair value of derivative liabilities
+Added: Impairment of investments
Change in fair value of contingent consideration
23 unchanged sentences
For the Years Ended December 31, 2025 and 2024
−Removed: Preferred Stock, $0.001 Par value
−Removed: Common Stock, $0.001 Par Value
+Added: Preferred Stock,
+Added: $0.001 Par value
+Added: Common Stock,
+Added: $0.001 Par Value
Accumulated Other
3 unchanged sentences
$ ( 16,957,854 )
+Added: Acquisition of Business
Sale of preferred stock for cash
Stock-based compensation
+Added: Shareholder Contributions
+Added: Common stock issued for exercise of options
Preferred dividends
Foreign currency translation
+Added: Distribution to non-controlling interest
( 1,766,205 )
2 unchanged sentences
( 19,078,287 )
−Removed: Acquisition of Business
+Added: Sale of common stock and warrants for cash
Sale of preferred stock for cash
+Added: Preferred stock and common stock options issued for payment of contingent consideration
Stock-based compensation
−Removed: Shareholder Contributions
−Removed: Common stock issued for exercise of options
+Added: Payment of note payable by NCI
Preferred dividends
15 unchanged sentences
Equity method (income) loss
−Removed: Dividends received from equity method investment
−Removed: Change in fair value of contingent consideration
+Added: Depreciation expense
+Added: Amortization of debt discounts and debt issuance costs
Gain on sale of subsidiary
+Added: Change in fair value of contingent consideration
Amortization of intangible assets
+Added: Change in fair value of digital assets
+Added: Earnings on digital assets
+Added: Change in fair value of derivative liabilities
+Added: ( 1,083,185 )
Impairment of intangible assets
+Added: Impairment of Investment
Net change in:
6 unchanged sentences
( 1,168,363 )
−Removed: ( 2,751,838 )
Cash Flows from Investing Activities
2 unchanged sentences
Investments in joint ventures
−Removed: Investments in other assets
+Added: Proceeds from sale of digital assets
+Added: Investments in digital assets
+Added: ( 2,484,371 )
Net cash provided by (used in) investing activities
+Added: ( 2,480,759 )
Cash Flows from Financing Activities
1 unchanged sentence
Proceeds from sale of Series A preferred stock
+Added: Proceeds from sale of common stock units
Payments of preferred dividends
Distributions to non-controlling interest holders
−Removed: Payments on acquisition note payable
−Removed: ( 2,439,000 )
Proceeds from notes payable
1 unchanged sentence
Proceeds from notes payable – related parties
+Added: Proceeds from convertible notes payable
Payments on note payables – related parties
Payments on contingent consideration
−Removed: Net cash provided by (used in) financing activities
−Removed: ( 2,156,650 )
+Added: Net cash provided by financing activities
Effect of foreign currency translation
Net Change in Cash
−Removed: ( 5,718,861 )
Cash, Beginning of Period
1 unchanged sentence
Cash Paid For:
−Removed: Supplemental Non-cash Disclosures
−Removed: Promissory notes issued for acquisitions
−Removed: Preferred stock issued for acquisitions
−Removed: Contingent consideration issued for acquisition
−Removed: Common stock options issued for acquisition
+Added: Non-cash Transactions
+Added: Dividends on preferred stock
Non-controlling interest issued for acquisitions
+Added: Non-controlling interest issued for settlement of note payable
+Added: Settlement of contingent consideration
+Added: Common stock options issued for acquisitions
+Added: Contingent consideration issued for acquisitions
+Added: Derivative liability established for conversion feature
+Added: Preferred stock issued for acquisitions
+Added: Notes payable issued for asset acquisitions
The accompanying notes are an integral part of these consolidated financial statements
9 unchanged sentences
Business to Business (“B2B”) and Business to Consumer (“B2C).
−Removed: Revision of Previously issued Consolidated Financial Statements
−Removed: 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.
−Removed: 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.
−Removed: The errors noted above did not result in the 2023 financial statements being materially misstated.
−Removed: 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.
−Removed: The following table presents the effects of the Revision Adjustments on the Company’s consolidated balance sheet as of December 31, 2023:
−Removed: Balance as of December 31, 2023
−Removed: Intangible Assets
−Removed: $ ( 1,434,724 )
−Removed: $ ( 1,005,245 )
−Removed: Accumulated deficit
−Removed: $ ( 15,952,609 )
−Removed: $ ( 1,005,245 )
−Removed: $ ( 16,957,854 )
−Removed: Stockholders' deficit
−Removed: $ ( 1,005,245 )
−Removed: Total liabilities and stockholders' deficit
−Removed: $ ( 1,005,245 )
−Removed: 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:
−Removed: For the Year Ended December 31, 2023
−Removed: Selling, general and administrative
−Removed: Impairment of goodwill and intangible assets
−Removed: Total operating expenses
−Removed: Loss from operations
−Removed: $ ( 8,237,599 )
−Removed: $ ( 1,005,245 )
−Removed: $ ( 9,242,844 )
−Removed: Loss before income taxes
−Removed: $ ( 8,144,821 )
−Removed: $ ( 1,005,245 )
−Removed: $ ( 9,150,066 )
−Removed: $ ( 8,144,821 )
−Removed: $ ( 1,005,245 )
−Removed: $ ( 9,150,066 )
−Removed: 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:
−Removed: For the Year Ended December 31, 2023
−Removed: $ ( 8,144,821 )
−Removed: $ ( 1,005,245 )
−Removed: $ ( 9,150,066 )
−Removed: 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:
−Removed: Statement of Cash Flow
−Removed: For the Year Ended December 31, 2023
−Removed: $ ( 8,144,821 )
−Removed: $ ( 1,005,245 )
−Removed: $ ( 9,150,066 )
−Removed: Amortization of intangible assets
−Removed: Impairment of goodwill and intangible assets
−Removed: 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.
−Removed: 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:
−Removed: Balance as of March 31, 2024 (unaudited)
−Removed: Intangible Assets, net
−Removed: $ ( 1,282,052 )
−Removed: $ ( 849,850 )
−Removed: Accumulated deficit
−Removed: $ ( 16,664,087 )
−Removed: $ ( 849,850 )
−Removed: $ ( 17,513,937 )
−Removed: Total Onfolio Inc.
−Removed: stockholder's equity
−Removed: $ ( 849,850 )
−Removed: Stockholders' deficit
−Removed: $ ( 849,850 )
−Removed: Total liabilities and stockholders' deficit
−Removed: $ ( 849,850 )
−Removed: Balance as of June 30, 2024 (unaudited)
−Removed: Intangible Assets, net
−Removed: $ ( 1,129,358 )
−Removed: $ ( 697,156 )
−Removed: Accumulated deficit
−Removed: $ ( 17,529,038 )
−Removed: $ ( 697,156 )
−Removed: $ ( 18,226,194 )
−Removed: Total Onfolio Inc.
−Removed: stockholder's equity
−Removed: $ ( 697,156 )
−Removed: Stockholders' deficit
−Removed: $ ( 697,156 )
−Removed: Total liabilities and stockholders' deficit
−Removed: $ ( 697,156 )
−Removed: Balance as of September 30, 2024 (unaudited)
−Removed: Intangible Assets, net
−Removed: $ ( 1,034,303 )
−Removed: $ ( 602,101 )
−Removed: Accumulated deficit
−Removed: $ ( 18,106,474 )
−Removed: $ ( 602,101 )
−Removed: $ ( 18,708,575 )
−Removed: Total Onfolio Inc.
−Removed: stockholder's equity
−Removed: $ ( 602,101 )
−Removed: Stockholders' deficit
−Removed: $ ( 602,101 )
−Removed: Total liabilities and stockholders' deficit
−Removed: $ ( 602,101 )
−Removed: 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:
−Removed: For the Three Months Ended March 31, 2024 (unaudited)
−Removed: Operating expenses:
−Removed: Selling, General and administrative
−Removed: $ ( 152,671 )
−Removed: Total operating expenses
−Removed: $ ( 152,671 )
−Removed: Loss from operations
−Removed: $ ( 608,050 )
−Removed: $ ( 455,379 )
−Removed: Loss before income taxes
−Removed: $ ( 630,497 )
−Removed: $ ( 477,826 )
−Removed: $ ( 630,497 )
−Removed: $ ( 477,826 )
−Removed: Net loss attributable to Onfolio Holdings
−Removed: $ ( 629,833 )
−Removed: $ ( 477,162 )
−Removed: Net loss to common shareholders
−Removed: $ ( 711,478 )
−Removed: $ ( 558,807 )
−Removed: Loss per common share - basic and diluted
−Removed: Weighted average shares outstanding - basic and diluted
−Removed: For the Three Months Ended June 30, 2024
−Removed: For the Six Months Ended June 30, 2024
−Removed: As Previously
−Removed: As Previously
−Removed: Operating expenses:
−Removed: Selling, General and administrative
−Removed: $ ( 152,694 )
−Removed: $ ( 305,365 )
−Removed: Total operating expenses
−Removed: $ ( 152,694 )
−Removed: $ ( 305,365 )
−Removed: Loss from operations
−Removed: $ ( 759,119 )
−Removed: $ ( 606,425 )
−Removed: $ ( 1,367,169 )
−Removed: $ ( 1,061,804 )
−Removed: Loss before income taxes
−Removed: $ ( 781,737 )
−Removed: $ ( 629,043 )
−Removed: $ ( 1,412,234 )
−Removed: $ ( 1,106,869 )
−Removed: $ ( 781,737 )
−Removed: $ ( 629,043 )
−Removed: $ ( 1,412,234 )
−Removed: $ ( 1,106,869 )
−Removed: Net loss attributable to Onfolio Holdings
−Removed: $ ( 780,483 )
−Removed: $ ( 627,789 )
−Removed: ( 1,410,316 )
−Removed: ( 1,104,951 )
−Removed: Net loss to common shareholders
−Removed: $ ( 864,951 )
−Removed: $ ( 712,257 )
−Removed: ( 1,576,429 )
−Removed: ( 1,271,064 )
−Removed: Loss per common share - basic and diluted
−Removed: Weighted average shares outstanding - basic and diluted
−Removed: For the Three Months Ended September 30, 2024
−Removed: For the Nine Months Ended September 30, 2024
−Removed: As Previously
−Removed: As Previously
−Removed: Operating expenses:
−Removed: Selling, General and administrative
−Removed: $ ( 154,142 )
−Removed: $ ( 459,507 )
−Removed: Total operating expenses
−Removed: $ ( 154,142 )
−Removed: $ ( 459,507 )
−Removed: Loss from operations
−Removed: $ ( 485,478 )
−Removed: $ ( 331,336 )
−Removed: $ ( 1,852,647 )
−Removed: $ ( 1,393,140 )
−Removed: Loss before income taxes
−Removed: $ ( 497,759 )
−Removed: $ ( 343,617 )
−Removed: $ ( 1,909,993 )
−Removed: $ ( 1,450,486 )
−Removed: $ ( 497,759 )
−Removed: $ ( 343,617 )
−Removed: $ ( 1,909,993 )
−Removed: $ ( 1,450,486 )
−Removed: Net loss attributable to Onfolio Holdings
−Removed: $ ( 489,716 )
−Removed: $ ( 335,574 )
−Removed: ( 1,900,032 )
−Removed: ( 1,440,525 )
−Removed: Net loss to common shareholders
−Removed: $ ( 577,436 )
−Removed: $ ( 423,294 )
−Removed: ( 2,153,865 )
−Removed: ( 1,694,358 )
−Removed: Loss per common share - basic and diluted
−Removed: Weighted average shares outstanding - basic and diluted
−Removed: 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:
−Removed: For the Three Months March 31, 2024 (unaudited)
−Removed: As Previously
−Removed: $ ( 630,497 )
−Removed: $ ( 477,826 )
−Removed: Accumulated deficit
−Removed: $ ( 16,664,087 )
−Removed: $ ( 849,850 )
−Removed: $ ( 17,513,937 )
−Removed: For the Three Months June 30, 2024 (unaudited)
−Removed: As Previously
−Removed: $ ( 781,737 )
−Removed: $ ( 629,043 )
−Removed: Accumulated deficit
−Removed: $ ( 17,529,038 )
−Removed: $ ( 697,156 )
−Removed: $ ( 18,226,194 )
−Removed: For the Three Months September 30, 2024 (unaudited)
−Removed: As Previously
−Removed: $ ( 497,759 )
−Removed: $ ( 343,617 )
−Removed: Accumulated deficit
−Removed: $ ( 18,106,474 )
−Removed: $ ( 602,101 )
−Removed: $ ( 18,708,575 )
−Removed: 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:
−Removed: For the Three Months Ended March 31, 2024 (unaudited)
−Removed: As Previously
−Removed: $ ( 630,497 )
−Removed: $ ( 477,826 )
−Removed: Amortization of intangible assets
−Removed: $ ( 152,671 )
−Removed: Net cash provided by (used in) operating activities
−Removed: $ ( 431,007 )
−Removed: $ ( 431,007 )
−Removed: For the Six Months Ended June 30, 2024 (unaudited)
−Removed: As Previously
−Removed: $ ( 1,412,234 )
−Removed: $ ( 1,106,869 )
−Removed: Amortization of intangible assets
−Removed: $ ( 305,365 )
−Removed: Net cash provided by (used in) operating activities
−Removed: $ ( 763,747 )
−Removed: $ ( 763,747 )
−Removed: For the Nine Months September 30, 2024 (unaudited)
−Removed: As Previously
−Removed: $ ( 1,909,993 )
−Removed: $ ( 1,450,486 )
−Removed: Amortization of intangible assets
−Removed: $ ( 459,507 )
−Removed: Net cash provided by (used in) operating activities
−Removed: $ ( 696,715 )
−Removed: $ ( 696,715 )
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
4 unchanged sentences
The consolidated financial statements of the Company include the accounts of its wholly owned subsidiaries and other controlled entities.
−Removed: 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.
+Added: The Company’s wholly-owned subsidiaries are Onfolio LLC, Vital Reaction, LLC, Mighty Deals LLC, Onfolio Assets, LLC, Onfolio Management, LLC, WP Folio, LLC, Proofread Anywhere, LLC, Contentellect, LLC, SEO Butler Limited, Pace Generative LLC, and DealPipe, LLC.
The Company also maintains majority ownership in DDS Rank, LLC, RevenueZen, LLC, and Eastern Standard which are owned 66 %, 88 %, and 53 % respectively, by the Company as of December 31, 2025.
15 unchanged sentences
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.
−Removed: 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.
+Added: 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 advertising revenue.
The initial value of an investment in an unconsolidated affiliate accounted for under the equity method is recorded at the fair value of the consideration paid.
19 unchanged sentences
Cash and cash equivalents include cash on hand, demand deposits with banks and liquid investments with an original maturity of three months or less.
−Removed: Accounts Receivable
−Removed: Accounts receivables are carried at their estimated collectible amounts.
−Removed: Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition.
−Removed: The Company had an allowance for credit losses of $ 0 as of December 31, 2024 and 2023, respectively.
−Removed: 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.
35 unchanged sentences
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.
+Added: Digital Assets
+Added: The Company’s digital assets include Bitcoin, the native cryptocurrency on the Bitcoin blockchain (“BTC”), Ether, the native cryptocurrency of the Ethereum blockchain (“ETH”), and Solana, the native cryptocurrency of the Solana blockchain (“SOL”), collectively the “Digital Assets”.
+Added: Cryptocurrency assets within the scope of ASC 350-60 Intangibles—Goodwill and Other—Crypto Assets(“ ASC 350-60 ):
+Added: Our Digital Asset tokens have been determined to fall within the scope of ASC 350-60.
+Added: The company reflects cryptocurrency assets held at fair value on the consolidated balance sheets within the Digital Assets line item.
+Added: Changes in the fair value of cryptocurrency assets are recognized in income, reflected in the Change in fair value of digital assets category within the consolidated statement of operations.
+Added: In determining the fair value of digital assets in accordance with ASC 820, Fair Value Measurement (“ ASC 820 ”).
+Added: The Company utilizes BitGo as the principal market and for pricing in determining the fair value of its digital asset holdings.
+Added: The Company uses a first-in, first-out methodology to assign costs to digital assets.
+Added: The fair value of digital assets are considered a level 1 fair value measurement.
+Added: Custodian Risk
+Added: The Company’s Digital Assets are held with a single third-party custodian, BitGo, which we selected based on various factors, including their financial strength and industry reputation.
+Added: Custodian risk refers to the potential loss, theft, or misappropriation of our Bitcoin assets due to operational failures, cybersecurity breaches, or financial difficulties experienced by these third parties.
+Added: Although we periodically monitor the financial health, insurance coverage, and security measures of our custodians, reliance on such third parties inherently exposes us to risks that we cannot fully mitigate .
+Added: Native Staking
+Added: The Company utilized one third-party asset manager to manage and stake ETH and SOL on its behalf as of December 31, 2025.
+Added: Under these arrangements, the Company’s ETH and SOL is held by a qualified custodian and staked in the Ethereum and Solana protocol through a third-party validator operator (e.g., BitGo).
+Added: The validator operator manages the staking process and delegates the Company’s ETH and SOL to network validators.
+Added: When selected by the networks, these validators earn staking rewards and transaction fees proportional to the amount of stake delegated.
+Added: ETH and SOL used in native staking is retained on the Company’s balance sheet as a crypto asset measured at fair value in accordance with ASC 350-60.
+Added: The Company does not derecognize ETH and SOL when participating in native staking because it retains the ability to direct the use of the asset and obtain substantially all benefits.
+Added: The validator operator (e.g., BitGo) is not considered a customer under ASC606 as the service provided to BitGo does not represent an output as part of the entity’s ordinary operating strategy.
+Added: As such the earnings are recorded as other income in the statement of operations.
+Added: Earnings from native staking is recognized at the end of each daily period, when the Company’s right to staking rewards becomes determinable (i.e., when the constraint is lifted).
+Added: The amount recognized as earnings is measured at the fair value of rewards at contract inception for that day, net of validator commissions, in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”) and ASC 820.
+Added: Rewards represent noncash consideration and are measured using quoted prices in the principal market at contract inception.
+Added: Subsequent changes in the fair value of ETH and SOL after initial recognition are recorded as unrealized gains or losses.
Revenue Recognition
39 unchanged sentences
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.
−Removed: 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.
−Removed: Such common equivalent shares have not been included in the computation of net loss per share as their effect would be anti-dilutive.
+Added: 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.
+Added: As of December 31, 2025 the effect of 11,053,795 shares issuable upon the conversion of the convertible note payable has not been included in the computation of net loss per share as their effect would be anti-dilutive.
+Added: As of December 31, 2025 and 2024 the effect of 861,860 and 412,250 stock options and 6,935,682 and 6,199,863 warrants, respectively, have not been included in the computation of net loss per share as their effect would be anti-dilutive.
The Company accounts for income taxes in accordance with ASC 740, which requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years.
5 unchanged sentences
The Company has no uncertain tax positions as of December 31, 2025 or 2024.
+Added: Derivative Financial Instruments
+Added: Derivatives are measured at their fair value on the balance sheet.
+Added: In determining the appropriate fair value, the Company uses a binomial model.
+Added: Changes in fair value are recorded in the consolidated statements of operations.
Fair Value of Financial Instruments
6 unchanged sentences
Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value.
−Removed: The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis.
+Added: The following table presents information about the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of December 31, 2025:
+Added: Fair value at
+Added: December 31, 2025
+Added: Cryptocurrency holdings
+Added: Derivative liability
+Added: Total liabilities
+Added: The Company did not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis as of December 31, 2024.
Segment Reporting
9 unchanged sentences
Accordingly, the Black-Scholes option pricing model is utilized to derive an estimated fair value.
−Removed: The Black-Scholes pricing model requires the consideration of the following six variables for purposes of estimating fair value:
+Added: The Black-Scholes pricing model requires the consideration of the following five variables for purposes of estimating fair value:
Expected Dividends.
8 unchanged sentences
Expected Term.
−Removed: The expected life of stock options granted is based on the actual vesting date and the end of the contractual term.
+Added: The expected life of stock options granted is determined using the simplified method based on the actual vesting date and the end of the contractual term.
Stock Option Exercise Price and Grant Date Price of Common Stock.
Currently the Company utilizes the most recent cash sale price of its common stock as the most reasonable indication of fair value.
−Removed: 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”.
−Removed: 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.
5 unchanged sentences
The amendment should be applied on a prospective basis while retrospective application is permitted.
+Added: The Company adopted this standard effective January 1, 2025, which did not have a material impact on the Company’s consolidated financial statements.
+Added: In November 2024, the FASB issued ASU 2024-03 , Disaggregation of Income Statement Expenses , and in January 2025, the FASB issued ASU 2025-01 , Clarifying the Effective Date (“ASU 2025-01”).
+Added: The amendments are intended to enhance disclosures regarding an entity’s costs and expenses by requiring additional disaggregated information disclosures about certain income statement expense line items.
+Added: The amendments, as clarified by ASU 2025-01, are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027.
+Added: Early adoption is permitted.
The Company is currently evaluating the effect of this pronouncement on its disclosures.
−Removed: In November 2023, the FASB issued ASU No.
−Removed: 2023-07, “Segment Reporting (Topic 280):
−Removed: 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.
−Removed: The amendments do not change how segments are determined, aggregated, or how thresholds are applied to determine reportable segments.
−Removed: The Company adopted ASU No.
−Removed: 2023-07 during the year ended December 31, 2024.
+Added: In July 2025, the FASB issued ASU 2025-05 , Financial Instruments – Credit Losses (Topic 326):
+Added: Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”).
+Added: ASU 2025-05 amends ASC, Financial Instruments – Credit Losses (Topic 326) (“ASC Topic 326”) to simplify how entities measure credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC, Revenue from Contracts with Customers (Topic 606) (“ASC Topic 606”).
+Added: This update allows entities to assume that current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when estimating expected credit losses.
+Added: ASU 2025-05 is effective for interim and annual periods beginning after December 15, 2025.
+Added: Early adoption is permitted.
+Added: The Company has not yet adopted ASU 2025-05 but does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements.
+Added: Reclassifications
+Added: Certain reclassifications have been made to our prior year’s consolidated financial statements to conform to our current year presentation.
+Added: These reclassifications had no effect on our previously reported results of operations or accumulated deficit.
NOTE 3 – GOING CONCERN
7 unchanged sentences
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)”.
−Removed: The Company’s Chief Operating Decision Maker (“CODM”) is our Chief Executive Officer (CEO).
+Added: 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.
3 unchanged sentences
Following is a brief description of the activities of our business segments.
−Removed: Our B2B segment includes the results of operations of Eastern Standard, RevenueZen, DDS Rank, SEO Butler, Contentellect, and DealPipe.
+Added: Our B2B segment includes the results of operations of Eastern Standard, RevenueZen, DDS Rank, SEO Butler, Contentellect, Pace Generative and DealPipe.
These entities share similar characteristics such as customers being businesses and being primarily service-related businesses.
3 unchanged sentences
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.
−Removed: 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.
+Added: Our executive management committee 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.
18 unchanged sentences
$ ( 2,962,145 )
+Added: $ ( 2,758,365 )
For the Year Ended December 31, 2024
11 unchanged sentences
Total operating expenses
−Removed: Loss from operations
−Removed: $ ( 1,033,590 )
−Removed: $ ( 4,040,723 )
+Added: Income (Loss) from operations
$ ( 2,994,810 )
5 unchanged sentences
Excluded items are included in the reconciling item “Corporate” between operating profit from our business segments and our consolidated operating profit.
−Removed: 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.
+Added: See “Note 2 – Summary of 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:
2 unchanged sentences
Corporate assets primarily include cash and cash equivalents, and investments in unconsolidated joint ventures.
−Removed: During the years ended December 31, 2024 and 2023, the Company incurred no reportable capital expenditures related to its segments.
+Added: During the years ended December 31, 2025 and 2024, the Company incurred no capital expenditures related to its segments.
NOTE 5 – BUSINESS ACQUISITIONS
−Removed: Contentellect Limited
−Removed: On January 13, 2023, Onfolio Assets LLC, the Company’s wholly owned subsidiary, entered into an Asset Purchase Agreement (“Contentellect Asset Purchase Agreement”) with Contentellect Limited (“Contentellect”), a Guernsey limited liability company, and Mark Whitman, the sole owner of Contentellect.
−Removed: Pursuant to the Contentellect Asset Purchase Agreement, Onfolio Assets LLC purchased from Contentellect substantially all of Contentellect’s assets utilized in the operation of the business of providing online (i) content writing services (including white label content creation, eBook writing and eCommerce product description writing), (ii) website link building services (including white label link building, HARO link building and SEO outreach services), (iii) social media marketing services, and (iv) virtual assistant services to individuals, businesses and agencies through the website that the domain name www.contentellect.com points at (the “Contentellect Business”).
−Removed: Pursuant to the Contentellect Asset Purchase Agreement, and subject to the terms and conditions contained therein, at the closing, Contentellect will sell to Onfolio Assets LLC the assets, properties and rights of every kind and nature related to the Contentellect Business all as more fully described in the Contentellect Asset Purchase Agreement.
−Removed: The aggregate purchase price for the Contentellect Business was $ 850,000 in cash.
−Removed: This acquisition closed on February 1, 2023.
−Removed: The acquisition of Contentellect is being accounted for as a business combination under ASC 805.
−Removed: The following information summarizes the allocation of the fair values assigned to the assets acquired at the acquisition date:
−Removed: Purchase Price Allocation
−Removed: Developed technology
−Removed: Customer relationships
−Removed: Trademarks and Trade Names
−Removed: Non-Compete agreement
−Removed: Net assets acquired
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The earn-out amount will include 20% of any revenues of the Company that are from any customers of RevenueZen Delaware.
−Removed: The Company has the option to pay any earn-out amount in cash or in shares of preferred stock of the Company.
−Removed: 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.
−Removed: 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.
−Removed: The aggregate fair value of consideration for the RevenueZen acquisition was as follows:
−Removed: Purchase Price:
−Removed: Cash paid to seller
−Removed: Notes payable issued to seller
−Removed: Options to purchase common shares issued to seller
−Removed: Estimated fair value of additional earn-out payments
−Removed: Series A Preferred Shares issued to seller
−Removed: Fair value of 12% equity interest in RevenueZen retained by Sellers
−Removed: Total purchase consideration
−Removed: The following information summarizes the allocation of the fair values assigned to the assets acquired at the acquisition date:
−Removed: Purchase Price Allocation
−Removed: Developed technology
−Removed: Customer relationships
−Removed: Trademarks and Trade Names
−Removed: Non-Compete agreement
−Removed: Net assets acquired
−Removed: 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.
−Removed: This net loss is inclusive of $ 352,833 intangible asset amortization expense.
−Removed: 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.
−Removed: 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”).
+Added: The aggregate purchase price for the Acquired Business was $ 600,000 , consisting of $ 200,000 in cash paid by OA SPV at closing, $ 200,000 in Company Series A preferred stock, and a $ 200,000 7 % interest only secured promissory note made by DDS Rank Delaware due June 6, 2026 (the “DDS Promissory Note”).
The transaction closed on June 24, 2024, when consideration was transferred by the Company and control was obtained by the Company and was accounted for as a business combination under ASC 805.
3 unchanged sentences
Notes payable issued to seller
−Removed: Series A Preferred Shares issued to seller
+Added: Series A preferred stock issued to seller
Total purchase consideration
6 unchanged sentences
Net assets acquired
−Removed: 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
3 unchanged sentences
The aggregate purchase price for the Acquired Business is $ 2,160,000 .
−Removed: 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.
+Added: As of the closing, the Company owned 70% of Eastern Standard Delaware in exchange for $1,250,000 payable pursuant to two secured promissory notes which are guaranteed by the Company, and $410,000 of the Company’s Series A preferred stock.
The entities comprising the Company’s special purpose vehicle funding program owns an aggregate of 20% of Eastern Standard Delaware in exchange for $500,000 payable in cash.
1 unchanged sentence
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.
−Removed: The aggregate fair value of consideration for the DDS Rank acquisition was as follows:
+Added: The aggregate fair value of consideration for the Eastern Standard acquisition was as follows:
Purchase Price:
13 unchanged sentences
Net assets acquired
−Removed: 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
−Removed: 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.
+Added: The following table sets forth the pro-forma consolidated results of operations for the year ended December 31, 2024 as if the Eastern Standard and DDS Rank acquisitions occurred on January 1, 2024.
The pro forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved if the acquisitions had taken place on the dates noted above, or of results that may occur in the future.
3 unchanged sentences
( 1,446,510 )
−Removed: ( 1,446,510 )
−Removed: ( 9,721,880 )
Net loss per common share
Weighted Average common shares outstanding
−Removed: Impairment of Goodwill
−Removed: 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.
−Removed: The Company did not recognize any impairment charges related to goodwill for the year ended December 31, 2024.
NOTE 6 – INVESTMENTS IN JOINT VENTURES
20 unchanged sentences
The management fee to the Company described above was waived for fiscal years ended December 31, 2025 and 2024 due to lower operating results of JV II.
−Removed: OnFolio JV III, LLC (“JV III”) was formed on January 3, 2020 under the laws of Delaware.
−Removed: OnFolio LLC is the managing member of JV III and has operational and financial decision making.
−Removed: The manager of JV 1 can be removed by a majority vote of the equity holders of JV III.
−Removed: On August 1, 2020, the Company received an investment of approximately 1.94 % by assignment from Dominic Wells, the Company’s CEO, who invested $ 10,000 into JV I for the equity interest.
−Removed: The $ 10,000 owed by the Company is included in Due to related parties on the consolidated balance sheet as of December 31, 2020.
−Removed: During the year ending December 31, 2021, the company acquired additional interests from existing JV II investors by paying $ 40,000 for 7.76 52%, bringing its total equity interest in JV III to 9.70 52%.
−Removed: As manager of JV III, the Company will receive a monthly management fee of $3,000, and 50% of net profits of JV III above the monthly minimum of $16,500.
−Removed: In the event of the sale of a website that JV III manages, the Company will receive 50% of the excess of the sales price above the price paid for the site .
−Removed: During the year ended December 31, 2022, the Company purchased an additional 3.88 % interest from an existing owner for $ 5,000 in cash, bringing its total equity interest to 13.59 %.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: OnFolio Groupbuild 1 LLC (“Groupbuild”) was formed on April 22, 2020 under the laws of Delaware.
−Removed: The Company, as manager, is entitled to 20% of the profits of Groupbuild, and an annual management fee of $15,000.
−Removed: The Company was assigned a 20% interest, value at $49,000 in Groupbuild by the Company’s CEO on August 1, 2020 .
−Removed: On March 4, 2024, the Company invested $ 10,000 into Coaching Plus Capital LLC for a 9.95 % equity interest in the ownership.
−Removed: 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.
−Removed: On November 1, 2024, the Company, through its subsidiary Revenue Zen LLC, invested $ 25,000 into Grow Solo Media Ltd.
−Removed: for a 5 % equity interest in the ownership.
+Added: During the year ended December 31, 2025, the Company recorded an impairment of $ 25,000 of its cost basis in JV II after JV II sold the majority of its assets.
Equity Method Investments
8 unchanged sentences
Net Income (loss)
−Removed: 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.
+Added: The Company recognized equity method income (loss) of $ 767 and $ 4,812 during the year ended December 31, 2025 and 2024, respectively, and received dividends from JV IV of $ 0 .
+Added: During the year ended December 31, 2025, the Company recorded full impairment loss of $ 268,998 on its investment in JV IV as the Company determined the expected future cash flows to be zero for JV IV after JV IV sold its major assets.
NOTE 7 – INTANGIBLE ASSETS
8 unchanged sentences
Accumulated Amortization - Customer Relationships
+Added: ( 1,497,569 )
Accumulated Amortization - Trademarks / Tradenames
1 unchanged sentence
Net Intangible
−Removed: On February 1, 2023, the Company closed on its acquisition of the Contentellect Business.
−Removed: As part of the acquisition, the Company acquired assets related to the websites operated by Contentellect.
−Removed: 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.
−Removed: On January 1, 2024, the Company closed on its acquisition of RevenueZen LLC.
−Removed: As part of the acquisition, the Company acquired assets related to the websites operated by RevenueZen.
−Removed: 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.
−Removed: On April 1, 2024, the Company closed on its acquisition of certain customers from First Page LLC (“First Page”).
−Removed: 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.
−Removed: On the date of acquisition, the Company estimated the fair value of the revenue share to be $ 343,148 .
−Removed: On June 24, 2024, the Company closed on its acquisition of the DDS Rank LLC.
−Removed: As part of the acquisition, the Company acquired assets related to the websites operated by DDS Rank.
−Removed: 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.
−Removed: On October 1, 2024, the Company closed on its acquisition of Eastern Standard LLC.
−Removed: As part of the acquisition, the Company acquired assets related to the websites operated by Eastern Standard.
−Removed: 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.
−Removed: 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”).
−Removed: 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.
−Removed: As a result of the transaction, the Company recorded a gain on the disposition of the net assets in the amount of $ 453,581 .
−Removed: 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.
−Removed: 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.
+Added: For the year ended December 31, 2025 and 2024, the Company recognized $ 1,199,449 and $ 906,737 respectively, of amortization expense related to intangible assets.
The following is an amortization analysis of the annual amortization of intangible assets on a fiscal year basis as of December 31, 2025:
1 unchanged sentence
Total remaining intangibles amortization
+Added: During the year ended December 31, 2025, the Company recognized impairment losses of $ 439,964 of intangible assets, which was comprised of $ 217,322 related to the All Things Dogs website domains and $ 222,642 related to the DDS Rank acquisition intangible assets.
+Added: 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.
+Added: NOTE 8 - DIGITAL ASSETS
+Added: The Company holds BTC, ETH, and SOL (both in scope of ASC 350-60), The following presents a summary of the Company’s digital asset holdings as of December 31, 2025, and activity for the year ended December 31, 2025.
+Added: For detailed accounting policies related to digital assets, refer to Note 2.
+Added: Crypto assets within the scope of ASC 350-60:
+Added: The following table presents the Company’s significant crypto assets holdings as of December 31, 2025:
+Added: December 31, 2025
+Added: The following table presents a rollforward of the Company’s digital assets for the year ended December 31, 2025:
+Added: Fair value as of December 31, 2024
+Added: Receipt and accrual of tokens from native staking activities
+Added: Sale of digital assets for cash
+Added: Change in fair value of tokens
+Added: Fair value as of December 31, 2025
+Added: The Company’s staked token are held under native staking and are maintained in the original token balances.
+Added: The staked token are not restricted and can be unstaked by the Company at any time.
+Added: The net loss on change in fair value of cryptocurrency of $ 226,753 is comprised of the earning on staked tokens of $ 2,333 and the change in fair value of $ 229,086 .
+Added: The Company’s BTC, ETH, and SOL digital assets serve as collateral against the convertible note payable as discussed in Note 11, and pursuant to the note agreement any transactions regarding these assets must also be approved by the note holder.
+Added: As of December 31, 2025, the fair value of the restricted digital assets was $ 2,255,558 .
NOTE 9 – STOCKHOLDERS’ DEFICIT
1 unchanged sentence
The Company’s authorized preferred stock consists of 5,000,000 shares of preferred stock, with a par value of $ 0.001 per share.
−Removed: On November 20, 2020, the Company designated 1,000,000 shares of Series A Preferred Stock (“Series A”).
−Removed: The Series A has a liquidation preference to all other securities, a liquidation value of $ 25 per share, receives cumulative dividends payable in cash of 12 % per year, payable monthly.
−Removed: The Series A does not have voting rights, except that the Company may not:
+Added: On November 20, 2020, the Company designated 1,000,000 shares of Series A preferred stock.
+Added: The Series A preferred stock has a liquidation preference to all other securities, a liquidation value of $ 25 per share, receives cumulative dividends payable in cash of 12 % per year, payable quarterly.
+Added: The Series A preferred stock does not have voting rights, except that the Company may not:
1) create any additional class or series of stock, nor any security convertible into stock of the Company;
−Removed: 2) modify the Series A designation;
−Removed: 3) initiate and dividend outside of without approval of at least two-thirds of the holders of the Series A.
−Removed: 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.
−Removed: 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 .
−Removed: 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 .
−Removed: 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 .
−Removed: During the year ended December 31, 2024, the Company sold 800 shares of Series A Preferred Stock for $ 20,000 of cash proceeds.
−Removed: During the year ended December 31, 2023, the company issued 22,600 Series A Preferred Stock in exchange for $ 565,000 of cash proceeds.
−Removed: 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 .
−Removed: As of December 31, 2024 and 2023, the Company has remaining unpaid dividends of $ 100,797 and $ 68,011 .
−Removed: As of December 31, 2024, there were 134,460 Series A preferred shares outstanding.
+Added: 2) modify the Series A preferred stock designation;
+Added: 3) initiate and dividend outside of without approval of at least two-thirds of the holders of the Series A preferred stock.
+Added: The Company has the right, but not obligation to redeem the Series A preferred stock beginning January 1, 2026, at the liquidation value per share plus any unpaid dividends.
+Added: On February 28, 2025, the Company issued $ 70,000 in Series A preferred stock to the sellers of RevenueZen as further discussed in Note 16.
+Added: During the year ended December 31, 2025, the Company sold 32,200 shares of Series A preferred stock for $ 805,000 in cash proceeds.
+Added: During the year ended December 31, 2025 and 2024, the Company recognized $ 474,851 and $ 354,228 in dividends to the Series A preferred stockholders, respectively, and made cash dividend payments of $ 453,859 and $ 321,442 , respectively.
+Added: As of December 31, 2025 and 2024, the Company has remaining unpaid dividends of $ 121,789 and $ 100,797 , respectively.
+Added: As of December 31, 2025 and December 31, 2024, there were 169,460 and 134,460 Series A preferred stock outstanding, respectively.
The Company’s authorized common stock consists of 50,000,000 shares of common stock, with a par value of $ 0.001 per share.
3 unchanged sentences
The Company has not declared any dividends on common stock to date.
−Removed: In 2020, the Board of Directors of the Company approved the Onfolio Holdings, Inc.
−Removed: 2020 Equity Incentive Plan (the “2020 Plan”).
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Common Share Awards
−Removed: During the year ended December 31, 2020, the Company granted a total of 3,233,336 shares to various employees and consultants for services rendered.
−Removed: The Company recognized stock-based compensation expense of $ 0 and $ 447,248 related to the vesting of the share awards during the year ended December 31, 2024 and 2023, respectively.
−Removed: As of December 31, 2024, the shares have vested in full and no additional expense is to be recognized related to these awards.
+Added: On October 7, 2025 the Company’s initiated a private offering where by the Company raised net proceeds of $993,356 pursuant to an offering of Common Stock Units comprised of an aggregate of (i) 735,819 shares of common stock, and (ii) warrants to purchase 735,819 shares of common stock at an exercise price equal to US$2.50 per share and expire on August 30, 2027 .
+Added: The shares and warrants comprising the units are immediately separable and are to be issued separately.
Stock Options
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: One consultant was awarded 36,000 options that vest monthly over a one year period.
−Removed: The fair value of the stock options was estimate using a Black-Scholes option pricing model and the following assumptions:
+Added: On February 28, 2025, the Company issued 79,240 stock options to purchase shares of common stock to the sellers of RevenueZen as further discussed in Note 16.
+Added: The stock options have an exercise price of $ 1.34 , have a term of 10 years, and are vested immediately.
+Added: During the year ended December 31, 2025, the Company awarded an aggregate of 120,000 common stock options to the non-employee directors of the Company with an exercise price of $1.10, of which 60,000 vested immediately, and the remaining 60,000 vest on December 31, 2025.
+Added: In addition, the Company awarded 200,000 options to our CFO with an exercise price of $1.08 that vested immediately.
+Added: The fair value of the stock options was estimated using a Black-Scholes option pricing model and the following assumptions:
1) dividend yield of 0%;
−Removed: 2) risk-free rate of between 3.70% and 4.22%;
−Removed: 3) volatility of between 90.14% and 92.85% based on a group of peer group companies;
−Removed: and an expected term of five to ten years .
+Added: 2) risk-free rate between 3.98% and 4.08%;
+Added: 3) volatility between 99.46% and 110.95% based on a group of peer group companies;
+Added: and an expected term of 2 to 5.25 years .
+Added: During the year ended December 31, 2025, the Company awarded 5,500 options to an outside consultant with an exercise price of $ 1.12 , that vested immediately.
+Added: The fair value of the stock options was estimated using a Black-Scholes option pricing model and the following assumptions:
+Added: 1) dividend yield of 0 %;
+Added: 2) risk-free rate of 3.87 %;
+Added: 3) volatility of 101.41 % based on a group of peer group companies;
+Added: and an expected term of three years.
+Added: During the year ended December 31, 2025, the Company awarded 80,000 options with an exercise price of $ 1.13 to an outside consultants that vest in equal monthly amounts over 1 year.
+Added: The fair value of the stock options was estimated using a Black-Scholes option pricing model and the following assumptions:
+Added: 1) dividend yield of 0 %;
+Added: 2) risk-free rate of 3.56 %;
+Added: 3) volatility of 104.66 % based on a group of peer group companies;
+Added: and an expected term of three years.
A summary of stock option information is as follows:
+Added: Exercise price
Outstanding at December 31, 2023
6 unchanged sentences
The Company recognized stock-based compensation of $ 240,653 and $ 47,868 during the years ended December 31, 2025 and 2024, respectively.
−Removed: The Company expects to recognize an additional $ 6,813 of compensation cost related to options that are expected to vest.
+Added: The Company has $ 44,366 of additional compensation cost related to options that are expected to vest.
Common Stock Warrants
A summary of stock warrant information is as follows:
−Removed: Outstanding at December 31, 2022
−Removed: Forfeited and cancelled
+Added: Weighted Average
+Added: Weighted Average
+Added: Exercise price
Outstanding at December 31, 2024
2 unchanged sentences
Exercisable at December 31, 2025
+Added: On October 7, 2025, a dilutive issuance of securities occurred pursuant to the Company’s 6,117,250 publicly traded Common Stock Purchase Warrant Dated August 30, 2022 (the “ Warrant ”).
+Added: In accordance with Section 3(b) of the Warrant, the Dilutive Issuance affects the rights of holders of a Warrant (Nasdaq:
+Added: ONFOW) under the Warrant.
+Added: Effective as of October 7, 2025, as a result of a Dilutive Issuance, the Exercise Price was reduced from $ 5.00 per whole share to $ 2.50 per whole share, subject to the subsequent adjustments provided in the Warrant.
+Added: The Warrants are exercisable immediately and will remain exercisable at any time up to August 30, 2027.
+Added: As a result of the Dilutive Issuance, upon any exercise of the Warrants by payment of cash, the Company will receive the exercise price of the warrants, which, if exercised in cash would result in gross proceeds to the Company of approximately $ 15.3 million.
The weighted average remaining contractual life is approximately 1.65 years for stock warrants outstanding with no intrinsic value of as of December 31, 2025.
1 unchanged sentence
From time to time, the Company pays expenses directly on behalf of the joint ventures that it manages and receives funds on behalf of the joint ventures.
−Removed: As of December 31, 2024 and 2023 the balances due from related parties were $ 89,536 and $ 93,372 included in current liabilities.
+Added: As of December 31, 2025 and December 31, 2024, the balances due from the joint ventures were $ 58,195 and $ 89,536 included in non-current assets.
From time to time, the Company’s CEO paid expenses on behalf of the Company, and the Company funded certain expenses to the CEO.
1 unchanged sentence
As of December 31, 2025 and 2024, the Company was owed $ 36,994 by the entities controlled by the Company’s CEO.
−Removed: 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.
1 unchanged sentence
NOTE 11 – NOTES PAYABLE
−Removed: On January 4, 2024, the Company entered into the RevenueZen Note as part of the acquisition of RevenueZen.
+Added: Notes payable
+Added: During the year ended December 31, 2020, the Company acquired domain names from a third party and owed $97,323.
+Added: The Company has repaid $80,000 of the balance and as of December 31, 2024 and 2025, the remaining balance owed is $17,323.
+Added: The amount is unsecured with no maturity date and does not accrue interest.
+Added: On January 4, 2024, the Company entered into a promissory note as part of the acquisition of RevenueZen (the “RevenueZen Note”).
The RevenueZen Note has the principal sum of $440,000, matures on December 31, 2025, and interest on the outstanding principal balance of, and all other sums owing under the loan amount, is 11%.
1 unchanged sentence
The loan amount is payable as follows:
−Removed: (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;
+Added: (i) commencing on the date that was thirty (30) days from the date of the RevenueZen Note 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 .
+Added: The required $ 50,000 payment was made on July 2, 2024 and the remaining balance of $ 390,000 was paid prior to the maturity date to settle the amount owed in full.
As of December 31, 2025 the balance due on the RevenueZen Note was $0.
−Removed: 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.
+Added: During the year ended December 31, 2025 the remaining balance of $ 250,000 was paid prior to the maturity date to settle the amount owed in full.
As of December 31, 2025 the balance due on the notes was $ 0 .
−Removed: On June 6, 2024, the Company entered into the DDS Rank Note as part of the acquisition of DDS Rank.
+Added: On April 1, 2024 the Company received proceeds of $ 200,000 under note payable agreements from OA SPV, under note payable agreements from OA SPV, a related party as described under Note 2.
+Added: The notes are unsecured and mature three years from the date of the advances, which is April 1, 2027.
+Added: On February 26, 2025 the notes payable was modified to bear a 15 % interest rate, calculated on the outstanding principal amount.
+Added: Interest shall accrue annually and be payable at the end of each fiscal quarter in accordance with the profitability and cash flow of the Company’s wholly-owned subsidiaries, as agreed upon by both parties.
+Added: The Company repaid $ 1,000 of the funds advanced during the year ended December 31, 2024 and repaid $ 10,000 during the year ended December 31, 2025.
+Added: As of December 31, 2025 the balance due on the advance was $ 189,000 and is classified under Notes payable – related parties, on the balance sheet.
+Added: On June 6, 2024, the Company entered into a promissory note as part of the acquisition of DDS Rank (the “DDS Rank Note”).
The DDS Rank Note has the principal sum of $ 200,000 , matures on June 6, 2026, and interest on the outstanding principal balance of, and all other sums owing under the loan amount, is 7 %.
2 unchanged sentences
As of December 31, 2025 the balance due on the DDS Rank Note was $ 200,000 .
−Removed: On October 1, 2024, the Company entered into the Eastern Standard Short Term Note as part of the acquisition of Eastern Standard.
+Added: On October 1, 2024, the Company entered into a promissory Note as part of the acquisition of Eastern Standard (the “Eastern Standard Short-Term Note”).
The Eastern Standard Short-Term Note has the principal sum of $ 400,000 , matures on February 1, 2025, and interest on the outstanding principal balance of, and all other sums owing under the loan amount, is 8 %.
1 unchanged sentence
(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.
−Removed: 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
−Removed: In addition, on October 1, 2024, the Company entered into the Eastern Standard Note as part of the acquisition of Eastern Standard.
+Added: On February 1 2025, OA SPV repaid the balance owed on the Eastern Standard Short-Term Note in exchange for an additional equity interest of 16% in Eastern Standard.
+Added: In addition, on October 1, 2024, the Company entered into a promissory note as part of the acquisition of Eastern Standard (the “Eastern Standard Note”).
The Eastern Standard Note has the principal sum of $ 850,000 , matures on October 1, 2026, and interest on the outstanding principal balance of, and all other sums owing under the loan amount, is 8 %.
1 unchanged sentence
(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.
−Removed: 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
−Removed: 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.
−Removed: The notes are unsecured and mature three years from the date of the advances, which is April 1, 2027.
−Removed: On February 26, 2025 the notes payable was modified to bear a 15 % interest rate, calculated on the outstanding principal amount.
−Removed: 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.
−Removed: As of December 31, 2024, the Company has repaid $ 1,000 of the funds advanced.
+Added: As of December 31, 2025, the balance due on the Eastern Standard Note was $ 850,000 , which is classified under Notes payable – related parties, on the balance sheet.
+Added: On February 28, 2025, the Company issued a promissory note for $ 340,000 to the RevenueZen Sellers in connection with the earn-out payment as discussed in Note 16.
+Added: The promissory note has a term of 60 months and accrues interest at 19 %.
+Added: As of December 31, 2025, the balance due on the RevenueZen Note was $ 303,081 , which is classified under Notes payable – related parties, on the balance sheet.
+Added: On June 2, 2025, the Company received proceeds of $ 35,965 under a note payable agreement from OA SPV, a related party as described under Note 2.
+Added: The notes are unsecured and mature three years from the date of the advances, which is June 2, 2028 and bear a 15 % interest rate, calculated on the outstanding principal amount.
+Added: Interest shall accrue annually and be payable at the end of each fiscal quarter in accordance with the profitability and cash flow of the Company’s wholly-owned subsidiaries, as agreed upon by both parties.
+Added: As of December 31, 2025 the balance due on the advance was $ 35,965 and is classified under Notes payable – related parties, on the balance sheet.
At various times the Company enters into short-term financing agreements with payment service providers who provide cash proceeds.
−Removed: 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.
+Added: 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, which ranges from 5% to 30%, based on the repayment terms in the agreement which is less than one year.
The following table shows the outstanding balances of these lenders as of December 31, 2025:
1 unchanged sentence
Origination Date
−Removed: Interest rate
−Removed: Original cash advanced
−Removed: Balance as of December 31, 2024
+Added: Original cash
+Added: Balance as of
+Added: December 31, 2025
+Added: Balance as of
+Added: December 31, 2024
Proofread Anywhere
−Removed: January 30, 2024
−Removed: Contentellect
−Removed: June 29, 2024
−Removed: June 29, 2024
−Removed: Vital Reaction
−Removed: June 30, 2024
−Removed: Onfolio Assets
−Removed: Onfolio Assets
August 24, 2024
Proofread Anywhere
+Added: Proofread Anywhere
August 13, 2025
Vital Reaction
+Added: June 30, 2024
+Added: Vital Reaction
October 31, 2024
−Removed: Onfolio Assets
+Added: Vital Reaction
+Added: July 25, 2025
+Added: Contentellect
November 18, 2024
Contentellect
+Added: June 30, 2025
+Added: June 28, 2025
+Added: Onfolio Assets
November 5, 2024
+Added: Onfolio Assets
+Added: June 28, 2025
November 30, 2024
+Added: July 30, 2025
Total balance as of December 31, 2025
+Added: Convertible Notes
+Added: On November 17, 2025, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the buyer referred to in the Schedule of Buyers included therein (the “Buyers”), pursuant to which the Company agreed to sell (i) an aggregate principal amount of $6,000,000 in Senior Secured Convertible Notes (the “Senior Secured Notes”), convertible into the Company’s common stock, par value $ 0.001 per share (the “Common Stock”), and (ii) rights to receive Common Stock (the “Rights”) (see Note 16).
+Added: The Securities Purchase Agreement contains representations and warranties of the Company and the Buyers typical for transactions of this type.
+Added: In addition, the Securities Purchase Agreement contains customary covenants on the Company’s part typical for transactions of this type.
+Added: Senior Secured Convertible Notes
+Added: Pursuant to the Securities Purchase Agreement, the Company has issued Senior Secured Convertible Notes (the “Senior Secured Notes”) in the aggregate principal amount of $ 6,000,000 , maturing on November 17, 2027, which are convertible into shares of Common Stock at a conversion price of $ 0.984 .
+Added: At any time the Buyer may, at the Buyers’s option, convert all, or any part of the note at the lower of (i) the applicable Conversion Price as in effect on the applicable Conversion Date and (ii) the greater of (x) the Floor Price and (y) ( i) 92% of the lowest VWAP of the Common Stock of any Trading Day during the ten (10) consecutive Trading Day period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice or (ii) during the occurrence and continuance of an Event of Default, 85% of the lowest VWAP of the Common Stock of any Trading Day during the twenty (20) consecutive Trading Day period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice.
+Added: The initial Floor Price means $0.22 (as adjusted for share splits, share dividends, share combinations, recapitalizations and similar events) provided that if on the six month anniversary of the Issuance Date the Floor Price shall be adjusted to the lower of (i) the Floor Price then in effect and (ii) 20 % of the lower of (x) the closing price of the Ordinary Shares of the Principal Market (as reported by the Principal Market) as of the Trading Day ended immediately prior to such applicable Six Month Anniversary Date and (y) the quotient of (I) the sum of each the closing price of the Ordinary Shares of the Principal Market (as reported by the Principal Market) on each Trading Day of the five (5) Trading Day period ended on, and including, the Trading Day ended immediately prior to such applicable Six Month Anniversary Date, divided by (II) five.
+Added: Subject to the terms and conditions of the Securities Purchase Agreement, the Company may require each Buyer to participate in one or more additional closings for the purchase by such Buyer and the sale by the Company, of (a)with respect to the First Additional Closing (as defined below), additional Notes in the aggregate original principal amount of $ 2,000,000 , or such other amount as the Company and each Buyer shall mutually agree in writing (such closing of the purchase of such Senior Secured Notes, the “First Additional Closing”), and (b) with respect to any Subsequent Additional Closing (as defined below), Senior Secured Notes with an aggregate original principal amount for all Subsequent Additional Closings not to exceed $ 292,000,000 , or such other amount as the Company and each Buyer shall mutually agree in writing (each such closing of the purchase of such Senior Secured Notes, a “Subsequent Additional Closing”).
+Added: The Senior Secured Notes were issued on November 17, 2025, subject to the satisfaction of customary closing conditions.
+Added: The Senior Secured Notes are senior obligations of the Company and are secured by all personal property and assets of the Company and its subsidiaries, pursuant to a Security Agreement and a Guaranty.
+Added: The Senior Secured Notes also contain certain negative covenants, including prohibitions on the incurrence of indebtedness, liens, restrictions on redemption and cash dividends, restrictions on the transfer of assets and changes in the nature of business, as well as standard and customary events of default including, but not limited to, failure to make payments when due, failure to observe or perform covenants or agreements contained in the Senior Secured Notes, existence of a default or event of default under any of the Transaction Documents (as defined in the Securities Purchase Agreement), the bankruptcy or insolvency of the Company or any of its subsidiaries and unsatisfied judgments against the Company.
+Added: As of December 31, 2025, the Company was in compliance with all covenants under the agreements.
+Added: As a result of the variable conversion rate, the Company determined that the conversion feature must be separated from the note and accounted for as a derivative liability under ASC 815.
+Added: The fair value of the derivative on the date of issuance of $ 4,546,912 was recorded as a debt discount.
+Added: See further discussion under “Note 12.
+Added: Derivative Liabilities.” The aggregate debt discount of $ 5,776,912 is being amortized to interest expense over the respective term of the note.
+Added: As of December 31, 2025, the Company had a remaining unamortized discount of $ 5,723,727 .
+Added: Registration Rights Agreement
+Added: On November 17, 2025, the Company also entered into a registration rights agreement with the Buyers (the “Registration Rights Agreement”), which provides, subject to certain limitations, the Buyers with certain registration rights for the shares of Common Stock issuable upon conversion of the Senior Secured Notes.
+Added: The Registration Rights Agreement requires the Company to prepare and file a registration statement with the U.S.
+Added: Securities and Exchange Commission within 30 days after the issuance of the Senior Secured Notes to register the resale of the shares underlying the Senior Secured Notes and cause such registration statement to be declared effective within 60 days after the issuance of the Senior Secured Notes.
+Added: In the event that the Company fails to file the registration statement by the prescribed deadline or such registration statement is not declared effective by the prescribed deadline or the Company fails to maintain the effectiveness of such registration statement, then the Company shall pay to each holder of registrable securities relating to such registration statement an amount in cash equal to two percent (2.0%) of such investor’s original principal amount stated in such investor’s Senior Secured Note.
+Added: For the year ended December 31, 2025, the Company recognized interest expense associated with the Convertible Notes of $ 40,000 .
+Added: As of December 31, 2025, the Company had accrued interest associated with the Convertible notes of $ 0 .
The following summarizes the Company’s maturities of debt instruments:
4 unchanged sentences
December 31, 2029
+Added: December 31, 2030 and thereafter
+Added: Total loan repayments
+Added: Less interest
+Added: NOTE 12 – DERIVATIVE LIABILITIES
+Added: The fair values of the conversion option of outstanding convertible notes payable and common stock warrants were determined to be derivative liabilities under ASC 815 due to the default on convertible notes payable disclosed above, which resulted in a variable conversion price on the outstanding convertible note payable.
+Added: The fair value of the derivative liabilities was estimated using a Monte-Carlo model with the following assumptions:
+Added: December 31, 2025
+Added: November 17, 2025
+Added: Dividend Yield
+Added: Risk-free rate
+Added: Expected term
+Added: Conversion price
+Added: Derivative liability fair value
+Added: Number of shares issued upon conversion, exercise, or satisfaction of required conditions
+Added: All fair value measurements related to the derivative liabilities are considered significant unobservable inputs (Level 3) under the fair value hierarchy of ASC 820.
+Added: The table below presents the change in the fair value of the derivative liability during the nine months ended December 31, 2025:
+Added: Fair value as of December 31, 2024
+Added: Establishment of derivative liability upon issuance of notes
+Added: Change in fair value of derivatives
+Added: ( 1,083,185 )
+Added: Fair value as of December 31, 2025
+Added: The total impact of derivative liabilities recognized in the Company’s consolidated statements of operations includes the change in fair value of derivatives, with the Company recognizing a total gain of $ 1,083,185 during the year ended December 31, 2025.
NOTE 13 – DEFERRED REVENUE
14 unchanged sentences
Balance as of December 31, 2025
−Removed: 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").
+Added: The transaction price from revenue transactions allocated to unsatisfied performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and non-cancelable contracts that will be invoiced and recognized as revenue in future periods (“backlog”).
While deferred revenue is recorded on our balance sheet as a liability, backlog is not recorded in revenue, deferred revenue or elsewhere in our consolidated financial statements until we establish a contractual right to invoice, at which point it is recorded as revenue or deferred revenue as appropriate.
11 unchanged sentences
( 1,535,898 )
+Added: ( 1,703,630 )
Unbilled accounts receivables (deferred revenues), net
$ ( 252,585 )
+Added: $ ( 359,107 )
The net asset (liability) position for contracts in process is included in the accompanying consolidated balance sheets as follows:
4 unchanged sentences
NOTE 15 - INCOME TAXES
−Removed: The Company is subject to United States federal income taxes at an approximate rate of 21 %.
+Added: The Company is subject to United States federal income taxes at an approximate rate of 21 % and Delaware state tax rate of 8.7 %.
The components of the income tax provision on the consolidated statements of operations is as follows:
7 unchanged sentences
Permanent differences
−Removed: Net operating loss carryforwards
+Added: Change in fair value of derivative
Temporary differences
+Added: Amortization and impairment of intangible assets
+Added: Net operating loss carryforwards
Penalties and interest
8 unchanged sentences
Deferred tax assets
−Removed: NOTE 14 – CONTINGENCIES
+Added: As of December 31, 2025, the Company had approximately $ 7,009,000 of estimated U.S.
+Added: federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers available to offset future taxable income.
+Added: NOTE 16 – COMMITMENTS AND CONTINGENCIES
In the ordinary course of business, the Company may become a party to lawsuits involving various matters.
1 unchanged sentence
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.
−Removed: 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”).
−Removed: Pursuant to the BWPS Asset Purchase Agreement, the Company agreed to pay up to $60,000 in cash pursuant to certain earn-out provisions.
−Removed: 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”).
−Removed: 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 .
−Removed: AS of December 31, 2024, no conditions of the earn-out provision have been met and no earn-out payments have been made.
+Added: On October 3, 2022, the Company entered into an Asset Purchase Agreement (“Hoang Asset Purchase Agreement”) with Hoang Huu Thinh, an individual (“Hoang”) for the purchase of the BWPS business.
+Added: Pursuant to the Hoang Asset Purchase Agreement, the Company is to pay Hoang up to $60,000 in cash pursuant to the earn-out provisions of the Hoang Asset Purchase Agreement.
+Added: The earn-out provisions were defined as follows, upon completion of the Closing and within three (3) years thereafter (“Earn-out Period” ends 10/3/2025), Hoang shall be eligible for two additional cash payments (i) if in any calendar month, the monthly gross revenue generated by the BWPS business is US$47,500 or more, then the buyer shall pay Hoang a one-time payment of US$30,000 (“Earn-out Payment 1”), payable within thirty days of the Earn-out Payment 1 being earned and (ii) if in any calendar month, the monthly gross revenue generated by the BWPS Business is US$52,000 or more, then the buyer shall pay Hoang a one-time payment of US$30,000 (“Earn-out Payment 2”), payable within thirty days of the Earn-out Payment 2 being earned .
+Added: As of October 1, 2025, no payments were made pursuant to the earn-out provision and as the earn-out period has expired the Company recorded a gain on the change in fair value of $ 60,000 related to the accrued consideration.
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.
−Removed: 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.
−Removed: 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.
+Added: The earn-out formula specifies for a period of one year, if the SDE of the RevenueZen business exceeds $ 227,000 , the sellers of RevenueZen Delaware would be entitled to receive an amount equal to three times the amount above $ 227,000 of SDE.
+Added: Generally, SDE in this case is defined as gross revenue, less returns, discounts, and refunds and reduced by the cost of contractor payments, freelance copywriters, and payroll and benefits, consistent with the pre-acquisition business operation practices of the RevenueZen business, and for the sake of clarity exclude any payments, reimbursements, administrative charges, overhead charges, or other payments of any kind to the Company.
The earn-out amount will include 20 % of any revenues of the Company that are from any customers of RevenueZen Delaware.
1 unchanged sentence
At the time of the closing of the acquisition, the Company had estimated the fair value of the earn-out to be $ 986,000 .
−Removed: 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 .
−Removed: As of December 31, 2024, the earn-out amount has not been paid to the seller.
−Removed: 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.
+Added: As of December 31, 2024, pursuant to the terms and calculations of the earn-out provision, management determined the final earn-out owed pursuant to the agreement is $ 680,662 resulting in a change in the fair value of the contingent consideration of $ 305,338 .
+Added: On February 28, 2025, the Company and the RevenueZen sellers agreed to the final earn-out amount to be $ 682,000 and modified the payment terms to be paid with a cash payment of $72,000, $100,000 to be paid through profit sharing by using 30% of net operating income of RevenueZen, $100,000 in value for 79,240 stock options to purchase shares of common stock, $70,000 in Series A preferred stock, and $340,000 in a promissory note .
+Added: The promissory note has a term of 60 months and accrues interest at 19 %.
+Added: The stock options have an exercise price of $ 1.34 , have a term of 10 years, and vested immediately.
+Added: During the year ended December 31, 2025, the Company has repaid $ 28,918 pursuant to the profit share agreement.
+Added: As of December 31, 2025 the Company estimated the remaining obligations owed under the revenue share obligation to be $ 71,082 .
+Added: On April 1, 2024, the Company closed on its acquisition of certain customers from First Page, and subject to the terms and conditions contained in the acquisition agreement, at the closing, the Company agreed to pay additional revenue share amount equal to 18% of gross revenues for the acquired customers for 3 years following the acquisition date .
On the date of acquisition, the Company estimated the fair value of the revenue share to be $ 343,148 .
During the year ended December 31, 2025, the Company paid $94,481 to the seller of First Page pursuant to the revenue share provisions.
−Removed: 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 .
+Added: As of December 31, 2025, the Company estimated the remaining obligations owed under the revenue share provisions to be $ 93,298 resulting in a change in the fair value of the contingent consideration of $ 53,151 .
+Added: Right to Receive Common Stock
+Added: On November 17, 2025 in connection with the Securities Purchase Agreement described in Note 11, the Company issued to the Buyers the Rights to Receive Common Stock, exercisable for the Right Amount (as defined below) in shares of Common Stock.
+Added: The Rights shall be exercisable between November 17, 2025, and May 17, 2033.
+Added: “Right Amount” means the underlying value of this Right, which initially shall be zero and shall increase on each calendar day on or after November 17, 2025, through and including, May 17, 2033, by the Right Daily Incremental Amount (as defined in the Rights) and any accrued and unpaid late charges related thereto.
+Added: As of December 31, 2025, the Company has accrued $ 5,739 for the Right Amount.
NOTE 17 – SUBSEQUENT EVENTS
−Removed: 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.
−Removed: 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.
−Removed: The notes are unsecured and mature three years from the date of the advances, which is April 1, 2027.
−Removed: On February 26, 2025, the notes payable was modified to bear a 15 % interest rate, calculated on the outstanding principal amount.
−Removed: 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.
−Removed: The Company repaid $ 1,000 of the funds advanced.
−Removed: 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.
−Removed: The promissory note, has a term of 60 months and accrues interest at 19 %.
−Removed: The stock options have an exercise price of $ 1.34 , have a term of 10 years, and are vested immediately.
+Added: On January 6, 2026, the Company received a written notification (the “Notice”) from the Listing Qualifications Staff of The NASDAQ Stock Market (“NASDAQ”) stating that the Company is not in compliance with NASDAQ Listing Rule 5550(a)(2) because for the last 33 consecutive business days the closing bid price of the Company’s common stock was below the $1.00 per share minimum required for continued listing on NASDAQ .
+Added: The Notice has no immediate effect on the listing or trading of the Company’s common stock on the NASDAQ Capital Market.
+Added: As stated in the Notice, NASDAQ Listing Rules provide the Company a compliance period of 180 calendar days (i.e., until July 6, 2026) in which to regain compliance, and the Company will regain compliance if the closing bid price of its common stock is $ 1.00 per share or higher for a minimum period of ten consecutive business days during this compliance period.
+Added: In the event the Company does not regain compliance, the Company may be eligible for additional time.
+Added: To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary.
+Added: If the Company meets these requirements, NASDAQ will inform the Company that it has been granted an additional 180 calendar days.
+Added: However, if it appears to the staff of NASDAQ that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, NASDAQ will provide notice that its securities will be subject to delisting.
+Added: Subsequent to December 31, 2025, the Company failed to settle the Eastern Standard Note for common shares and failed to have an effective registration statement as specified in the convertible note agreement which cause the triggering of an event of default.
+Added: As of March 31, 2026, the Holder has not exercised any default remedies under the agreement.
+Added: Subsequent to December 31, 2025, the Company, and its subsidiary MightyDeals entered into an asset purchase agreement whereby it agreed to sell the underlying assets for a purchase price of $ 120,000 .
+Added: The Company has received $ 110,000 through the date of filing with the remaining amount to be paid in June 2026.
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.
4 unchanged sentences
(Principal Executive Officer)
−Removed: April 15, 2025
+Added: March 31, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
1 unchanged sentence
Chief Executive Officer, Principal Executive Officer, Chair of the Board of Directors
−Removed: April 15, 2025
+Added: March 31, 2026
Dominic Wells
1 unchanged sentence
Interim Chief Financial Officer, Chief Operations Officer, Principal Financial and Accounting Officer
−Removed: April 15, 2025
+Added: March 31, 2026
/s/ Andrew Lawrence
−Removed: April 15, 2025
+Added: March 31, 2026
Andrew Lawrence
/s/ David McKeegan
−Removed: April 15, 2025
+Added: March 31, 2026
David McKeegan
/s/ Robert J.
−Removed: April 15, 2025
−Removed: April 15, 2025
+Added: March 31, 2026
+Added: March 31, 2026
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.