Onfolio Holdings, Inc 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As required by Rule 13a-15(e) of the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as of December 31, 2025. Based upon, and as of the date of this evaluation, our Chief Executive Officer and Chief Financial Officer determined that our disclosure controls and procedures are not effective due to material weaknesses in our internal control over financial reporting as identified below: Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with GAAP. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our consolidated financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our consolidated financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our consolidated financial statements would be prevented or detected. 62 Table of Contents We are required, under Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting in this Form 10-K. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting. The SEC defines a material weakness as a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim consolidated financial statements will not be detected or prevented on a timely basis. Management conducted an evaluation of the effectiveness, as of December 31, 2025, of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on this evaluation, management concluded that our internal control over financial reporting was not effective, due to the material weakness in our internal control over financial reporting that exists as of December 31, 2025. We determined that we had a material weakness because: · 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. 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. 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. 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 With the oversight of senior management, management is working towards remediation of these weaknesses in 2026 including addition of accounting personnel and to evaluate and implement procedures that will strengthen our internal controls. While we believe these measures will remediate the material weakness identified and strengthen our internal control over financial reporting, there is no assurance that we will demonstrate sufficient improvement that the material weakness will be remediated. We are committed to continuing to improve our internal control processes and will continue to diligently review our financial reporting controls and procedures. Attestation Report of the Registered Public Accounting Firm This Annual Report does not include an attestation report of our Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit our Company to provide only management’s attestation in this Annual Report. 63 Table of Contents Changes in Internal Controls over Financial Reporting 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: · Redesigned the impairment review control. 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). 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. · Established segregation of duties and independent review. Management engaged a technically qualified outside accounting consultant with impairment and valuation expertise to serve as the independent reviewer. 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. No individual may both prepare and approve the analysis. · Implemented standardized review documentation and evidence retention. 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. Review evidence includes annotated models, independent recalculation tie-outs, sensitivity analyses, and formal conclusions at each stage. · Enhanced the precision and rigor of key assumption evaluation. 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. 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. 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. 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. Item 9B. Other Information (b) Trading Arrangements During the three months ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 arrangement” as defined in Item 408(c) of Regulation S-K. 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. 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. None. 64 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance Identity of directors, executive officers and significant employees Name Age Year First Elected Director Positions/Committees Independent Dominic Wells 40 2020 Chief Executive Officer, Chief Revenue Officer, Secretary, Treasurer, Director (Chair of Board) No Adam Trainor 42 Interim Chief Financial Officer, Chief Operations Officer Andrew Lawrence 56 2022 Director, Compensation Committee, Nominating and Corporate Governance Committee (Chair) Yes David McKeegan 51 2022 Director, Compensation Committee, Audit Committee, Nominating and Corporate Governance Committee Yes Robert J. Lipstein 70 2022 Director, Audit Committee (Chair) Yes Mark N. Schwartz 70 2022 Director, Audit Committee, Compensation Committee (Chair) Yes Business experience of directors, executive officers, and significant employees Dominic Wells. Dominic Wells has served as our Chief Executive Officer since August 2020 and as a Director since July 2020, and as Chief Executive Officer of Onfolio LLC since May 2019. He is responsible for developing and implementing our Company’s long term business strategy and direction. From August 2013 to April 2019, Mr. Wells was the founder and director of Digital Wells Limited (Hong Kong), where he grew the Company and the Human Proof Designs (Humanproofdesigns.com) website. Human Proof Designs is an internet marketing agency offering website creation, search engine optimization services, content marketing and content creation services, and affiliate marketing training. After founding Digital Wells Limited (Hong Kong) and growing it for 5 years, Mr. Wells exited the company in 2019. Mr. Wells’ qualifications to serve on our Board include his knowledge of our Company and his leadership at our Company. Mr. Wells completed a BA (Hons) in Media Practice & Theory from the University of Sussex, UK in 2006. Adam Trainor. Adam Trainor has served as our Chief Operations Officer since February 2022, and as the Company’s Interim Chief Financial Officer since January 1, 2025. Prior to that Mr. Trainor served as the director of a portfolio of our Company from November 2020 to January 2022, overseeing Vital Reaction LLC, Outreachama LLC, Getmerankings LLC, alongside various content/media properties. He is responsible for executing our business strategy and managing portfolio/department leadership. Before joining Onfolio, Mr. Trainor served as the CEO of Vital Reaction LLC, from April 2019 to December 2020. Mr. Trainor is also a board certified chiropractic physician and clinical nutritionist and has worked in a variety of pain management settings, including at Walter Reed National Military Medical Center in Bethesda, MD from November 2018 to April 2019. Also, from September 2010 to January 2019, Mr. Trainor served as the founder and CEO of Thirdspace LLC, an academic tutoring agency where he ran all aspects of the agency. Mr. Trainor graduated summa cum laude with a BA in History from Boston University in 2012. He also holds a Doctorate in chiropractic medicine (2019) and Masters of Science in clinical nutrition (2018) from the Northeast College of Health Sciences. Andrew Lawrence. A.J. Lawrence has served as a director since January 2022. Since June 2006 he has been the founder and director of the JAR Group & subsidiaries (USA), where he grew the company to reach the Inc. 500 twice and win many industry awards. The JAR Group is an internet marketing agency offering analytics, media buying, search engine optimization services, content marketing, content creation services, and affiliate program management. After founding the JAR group and growing it for 10 years, Mr. Lawrence sold the media buying, SEO, and affiliate program management divisions of the company. Mr. Lawrence’s qualifications to serve on our Board include his knowledge of our industry, multiple angel investments, and advisory roles, and his executive management experience. Mr. Lawrence completed a BA in International Relations 1991 & an MBA in International Business in 1994 from the University of South Carolina. David McKeegan . David McKeegan has served as a Director since January 2022. Mr. 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. 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. McKeegan was an Associate Director with the Bank of Scotland and worked on their syndicated loan desk for 5 years from 2005-2009. Mr. McKeegan’s qualifications to serve on our Board include his years of experience assisting corporations manage their finances, tax preparation documents and bookkeeping, along with his experience in finance and banking. Mr. McKeegan is an IRS Enrolled Agent, received his MBA from IESE in Barcelona, Spain in 2004 and his BA from Loyola College in Maryland in 1997. Mr. McKeegan also worked for JPMorgan Chase from 1997-2002. 65 Table of Contents Robert J. Lipstein . Robert J. Lipstein has served as a director since March 2022. In 2021, Mr. Lipstein joined the board of directors of Firstrust Bank and since 2019 has been a board member of Seacoast Banking Corporation of Florida (NASDAQ:SBCF) where he chairs its Audit Committee and is a member of the Enterprise Risk Management Committee, a member of the Directors Credit Risk Committee and a member of the Information Technology committee. Since 2017 he has been a board member of Einstein Healthcare Network. Mr. 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. Mr. Lipstein joined the board of Quest Resource Holding Company (NASDAQ:QRHC) in 2025 where he serves as a member of the audit committee. Mr. 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. In addition, he is a retired KPMG senior partner where he held numerous leadership roles including, Global Partner in Charge of Sarbanes Oxley Services, Global Managing Partner of IT Business Services, Partner in Charge of KPMG’s financial service practice and partner in charge of KPMG’s advisory practice for the Mid-Atlantic region. Mr. Lipstein’s qualifications to serve on our Board include his experience as a public and private company board member and as a certified public accountant, in addition to his over 40 years of diversified business experience. He is a graduate of the University of Pennsylvania Director Institute, an Emeritus member of the Weinberg Center for Corporate Governance and he earned a Bachelor’s degree in Accounting from the University of Delaware. Mark N. Schwartz. Mark Schwartz has served as a director since March 2022. Previously, from March 2017 to January 2021, he served as member of the Board of Directors and on the Audit and Compensation Committees of The Bartell Drug Company, a $500+ million pharmacy retailer where he led planning and implementation of a successful sale to Rite Aid Drug Corporation. From January 2016 to December 2019, Mr. Schwartz served as a member of the Board of Directors of Glass-Media Inc., an ad- tech software & hardware provider for display advertising, where he advised on successful rounds of company financing. From January 2012 to December 2015, Mr. Schwartz served as a member of the Board of Directors of Specialty Commodities, Inc., a natural, organic food products company selling and processing nuts, seeds, ancient grains, and pet foods, where he consulted on positioning and strategy for sale of the company to Archer Daniels Midland. Mr. Schwartz’s qualifications to serve on our Board include his extensive background as a public and private company CEO, CFO, and board member with experience planning and implementing profit improvement and exit strategies in a variety of consumer, technology, media and healthcare companies. He has extensive mergers and acquisitions, corporate finance, IPO, financial reporting systems, budgetary oversight, and financial and corporate strategy experience to accelerate revenues and profitability. He has served on several audit and compensation committees and has extensive SEC GAAP and Sarbanes-Oxley risk management expertise. Mr. Schwartz received a BA in economics and political science from Claremont McKenna College in 1978 and an MBA from Harvard Business School in 1980. He has attended the UCLA Anderson School Executive Education program in Corporate Governance in 2015. Each Member of our Board serves until the next annual meeting of stockholders, or until their successors have been duly elected. Each officer is elected annually by the Board and holds their office until they resign or are removed by the Board or otherwise disqualified to serve, or their successor is elected and qualified. During the past ten years, none of our directors or executive officers have been involved in any of the proceedings described in Item 401(f) of Regulation S-K. Code of Conduct Our Company has adopted a code of ethics and business conduct applicable to its employees, directors and officers, in accordance with applicable U.S. federal securities laws and the corporate governance rules of Nasdaq. A copy of this code of ethics and business conduct is available on our principal corporate website located at https://www.onfolio.com . Requests for a copy of the code of ethics and business conduct should be directed to Investor Relations, Onfolio Inc., 1007 North Orange Street, 4th Floor Wilmington, Delaware 19801. Any substantive amendments or waivers of the code of conduct or any similar code(s) subsequently adopted for senior financial officers may be made only by our Board and will be promptly disclosed as required by applicable U.S. federal securities laws and the corporate governance rules of Nasdaq, including by posting such information on our Company’s website or by filing a Form 8-K. Audit Committee We have a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. Our Audit Committee is comprised of Robert Lipstein, Mark Schwartz and David McKeegan. Mr. Lipstein is the chairperson of the committee. Each member of the Audit Committee is “independent” within the meaning of Rule 10A-3 under the Exchange Act and the NASDAQ Stock Market Rules. Our Board of Directors has designated Robert Lipstein as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. The Audit Committee’s purpose and power are to (a) retain, oversee and terminate, as necessary, the auditors of our Company, (b) oversee our Company’s accounting and financial reporting processes and the audit and preparation of our Company’s financial statements, (c) exercise such other powers and authority as are set forth in the charter of the audit committee of the Board, and (d) exercise such other powers and authority as shall from time to time be assigned thereto by resolution of the Board. 66 Table of Contents The Audit Committee also has the power to investigate any matter brought to its attention within the scope of its duties and to retain counsel and advisors to fulfill its responsibilities and duties. During our last fiscal year, our Audit Committee held 4 meetings. Changes to Director Nomination Procedures No material changes to the procedures by which our stockholders may recommend nominees to our Board of Directors has occurred since we last provided disclosure regarding these procedures. Compliance with Section 16(a) of the Exchange Act Section 16(a) of the Securities Exchange Act of 1934 requires that our executive officers and directors, and persons who own more than ten percent of a registered class of our equity securities, file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater-than-ten percent shareholders are required by SEC regulations to furnish us with all Section 16(a) forms they file. To the best of our knowledge, based solely upon a review of Forms 3 and 4 and amendments thereto furnished to our Company during its most recent fiscal year and Forms 5 and amendments thereto furnished to our Company with respect to its most recent fiscal year, and any written representation referred to in paragraph (b)(1) of Item 405 of Regulation S-K, all of our executive officers, directors and greater-than-ten percent shareholders complied with all Section 16(a) filing requirements; except that each of Adam Trainor (CFO and COO), Andrew Lawrence (director), David McKeegan (director), Robert J. Lipstein (director), and Mark N. Schwartz (director) each filed one late Form 4. Hedging Disclosure/Insider Trading Under our Insider Trading Policy, our directors, officers, and covered employees (and each such individual’s spouse, other persons living in such person’s household and minor children and entities over which such person exercises control, as described in the policy) are prohibited from engaging the following transactions at any time: (i) engaging in short term trading of our securities (ii) engaging in short sales of our securities; (iii) trading in put options, call options or other derivative securities on our securities (iv) holding our securities in a margin account or otherwise pledging our securities as collateral for loan; and (iv) engaging in hedging or monetization transactions or similar arrangements with respect to our securities; unless advance approval for the transaction is obtained from the compliance officer of the policy. Our Company’s insider trading policy was adopted to govern the purchase and sale of our Company’s securities by our directors, officers, and covered employees to ensure these transactions are conducted in compliance with applicable securities laws, and in particular, to ensure avoiding trading in the Company’s securities while in possession of material, non-public information about our Company. Item 11. Executive Compensation The compensation committee of our Board of Directors oversees, reviews and approves all compensation decisions relating to our named executive officers. The table below summarizes all compensation awarded to, earned by, or paid to our 2025 named executive officers for the fiscal years ended December 31, 2025 and 2024. Our 2025 named executive officers are: Dominic Wells and Adam Trainor. 67 Table of Contents Summary Compensation Table The table below summarizes all compensation awarded to, earned by, or paid to our named executive officers that earned more than $100,000 for the fiscal years ended December 31, 2025 and 2024: Stock Option All Other Name Year (1) Salary Bonus Awards (1) Awards (1) Compensation Total $ $ $ $ $ $ Dominic Wells 2025 240,000 - - - - 240,000 Chief Executive Officer, Chief Revenue Officer, Secretary, Treasurer, Director 2024 150,000 - - - - 150,000 Adam Trainor 2025 240,000 - - 116,005 - 356,005 Chief Operations Officer and Interim Chief Financial Officer 2024 141,000 - - 8,867 - 149,867 ___________________________ 1. The grant date fair value of the stock awards and option awards computed in accordance with ASC Topic 718. We grant stock awards and stock options to our executive officers based on their level of experience and contributions to our Company. The aggregate fair value of awards and options are computed in accordance with FASB ASC 718. The assumptions made in the computation may be found in Note 9 to our financial statements set forth elsewhere within this Report on Form 10-K. At no time during the last fiscal year was any outstanding option otherwise modified or re-priced, and there was no tandem feature, reload feature, or tax-reimbursement feature associated with any of the stock options we granted to our executive officers or otherwise. Employee, Severance, Separation and Change in Control Agreements Dominic Wells Employment Agreement. On August 1, 2020, and January 1, 2022, our Company entered into a written employment agreement with Mr. 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. Wells as its Chief Executive Officer. Pursuant to this agreement, Mr. Wells receives an annual salary of $240,000, which is paid semi-monthly in accordance with our Company’s normal payroll procedures. Mr. Wells is also eligible to receive certain employee benefits and bonuses under any bonus under any bonus plan program that may be established by our Board of Directors. Mr. Wells also serves as a member of our Board for no additional compensation. In the event that Mr. Wells leaves the Company’s employment for Good Reason (as defined in his employment agreement) or if the Company terminates his employment without Cause (as defined in his employment agreement) , Mr. Wells will be entitled to receive severance in an amount equal to one day of base salary for every completed work day of employment with the Company, up to a maximum of three (3) months of base salary. 68 Table of Contents Adam Trainor Employment Agreement . Our Company entered into an employment agreement dated February 1, 2022, with Mr. Trainor as its Chief Operations Officer providing for an annual salary of $96,000 per year. On January 1, 2023, Mr. Trainor received an increase to his salary to $109,000 annually, and on October 1, 2024, he received a further increase to his salary to $240,000. On January 1, 2025, our Company entered into a new employment agreement with Mr. Trainor as its Interim Chief Financial Officer and Chief Operations Officer. Pursuant to the agreement, Mr. Trainor receives an annual salary of $240,000, which is paid semi-monthly in accordance with our Company’s normal payroll procedures. Mr. 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. In the event that Mr. Trainor leaves the Company’s employment for Good Reason (as defined in his employment agreement) or if the Company terminates his employment without Cause (as defined in his employment agreement), Mr. Trainor will be entitled to receive severance in an amount equal to one day of base salary for every completed work day of employment with the Company, up to a maximum of three (3) months of base salary. Benefits and Other Compensation We maintain broad-based benefits that are provided to all of our employees, including reimbursement of private health insurance, tech allowances, and education and professional development plans, that named executive officers participate in. Executives are eligible to participate in all of our employee benefit plans, in each case on the same terms as our other employees. No employee benefit plans are in place solely for the benefit of our executives. Change in Control Benefits Pursuant to the terms of our 2020 Equity Incentive Plan, our executives are entitled to certain benefits in the event of a change in control of our Company or the termination of their employment under specified circumstances, including termination following a change in control. We believe these benefits help us compete for and retain executive talent and are generally in line with severance packages offered to executives by the companies in our peer group. We also believe that these benefits would serve to minimize the distraction caused by any change in control scenario and reduce the risk that key talent would leave the Company before any such transaction closes, which could reduce the value of the Company if such transaction failed to close. 69 Table of Contents Outstanding Equity Awards at Fiscal Year-End The table below summarizes all of the outstanding equity awards for our named executive officers as of December 31, 2025, our latest fiscal year end. Option Awards Stock Awards Name Number of securities underlying unexercised options(#) exercisable Number of securities underlying unexercised options(#) unexercisable Equity incentive plan awards: number of securities underlying unexercised unearned options Option exercise price Option expiration date Number of shares or units of stock that have not vested Market value of shares of units of stock that have not vested Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested (#) (#) (#) ($) (#) ($) (#) ($) (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Dominic Wells - - - - - - - - - Adam Trainor 200,000 (1) - - 1.08 3/26/2029 - - - - 1. Vested immediately. Director Compensation Compensation for our directors is discretionary and is reviewed from time to time by our Board of Directors. Any determinations with respect to Board compensation are made by our Board of Directors. 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. Additionally, the chair of our (i) audit committee receives an additional quarterly stipend of $2,500 payable in cash; 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 $2,500 payable in cash. All directors are also entitled to reimbursement for travel expenses for attending director meetings. The following table summarizes compensation earned by our Company’s directors for the year ended December 31, 2025. All directors have been and will be reimbursed for reasonable expenses incurred in connection with attendance at meetings of the Board of Directors or other activities undertaken by them on behalf of our Company. Name Fees earned or paid in Cash ($) Stock awards ($) Option awards (2) ($) Nonequity incentive plan compensation ($) Nonqualified deferred compensation earnings ($) All other compensation ($) Total ($) Dominic Wells (1) — — — — — — — Andrew Lawrence 20,000 — 26,476 — — — 46,476 David McKeegan 20,000 — 26,476 — — — 46,476 Robert J. Lipstein 30,000 — 26,476 — — — 56,476 Mark N. Schwartz 25,000 — 26,476 — — — 51,476 ——————— 1. Serves as an executive officer and a director, but receives no additional compensation for serving as a director. 2. 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: 50% of the options vest immediately, and the remaining options vest on December 31, 2025. The aggregate fair value of awards and options in this column are computed in accordance with FASB ASC 718. All assumptions made in the valuation are more fully described in Note 9 – Stockholder’s Deficit of Notes to Financial Statements. The amounts shown in this column do not reflect dollar amounts actually received. Compensation Policies and Practices as They Relate to Our Risk Management Our compensation program for employees does not create incentives for excessive risk taking by our employees or involve risks that are reasonably likely to have a material adverse effect on us. Our compensation has the following risk-limiting characteristics: · Our base pay consists of competitive salary rates that represent a reasonable portion of total compensation and provide a reliable level of income on a regular basis, which decreases incentive on the part of our executives to take unnecessary or imprudent risks; · Option awards are not tied to formulas that could focus executives on specific short-term outcomes; and · Option awards, generally, have multi-year vesting which aligns the long-term interests of our executives with those of our shareholders and, again, discourages the taking of short-term risk at the expense of long-term performance. 70 Table of Contents Additionally, we have adopted a Nasdaq compliant compensation recovery policy (a “clawback policy”) that applies to incentive compensation. Recovery of Erroneously Awarded Compensation None Equity Grant Timing The Board and Compensation Committee does not grant equity awards to executives or directors pursuant to any predetermined schedule. The Board and Compensation Committee considers and approves interim or mid-year grants, from time to time based on business needs. The Board and Compensation Committee takes material nonpublic information into account when determining the timing and terms of equity awards, and, the Compensation Committee does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 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. To our knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, each person named in the table below has sole voting and investment power with respect to the shares set forth opposite such person’s name. Except as otherwise indicated, the address of each of the persons in the table below is c/o Onfolio Holdings Inc., 1007 North Orange Street, 4th Floor, Wilmington, DE 19801. Common Stock Name of Beneficial Owner Number Of Shares Beneficially Owned Percentage of Class (1)(2)(3) 5% Shareholders (4) Joel Arberman (5) 524,404 8.2 % 6162 Dusenburg Road, Delray Beach, Florida 33484 ATW Digital Assets XI LLC (6) 650,522 9.9 % 1 Pennsylvania Plaza, Suite 4810, New York, New York 10119 Alta Partners LLC (7) 630,470 9.7 % 1205 Franklin Avenue, Garden City, New York 11530 Valarseo LLC (8) 370,371 6.3 % 10225 Ulmerton Rd 3D, Largo, Florida 33771 Adam Garcia (9) 328,280 5.6 % 16785 Broadwater Ave, Winter Garden, Florida 34787 Directors and Named Executive Officers Dominic Wells (10) , CEO, CRO, Director (Chair of Board) 1,716,931 27.1 % Adam Trainor (11) , Interim Chief Financial Officer, Chief Operations Officer 200,000 3.3 % Andrew “A.J.” Lawrence (12) , Director 45,700 * David McKeegan (12) , Director 45,700 * Robert J. Lipstein (12) , Director 45,700 * Mark Schwartz (12) , Director 45,700 * All Executive Officers and Directors as a Group (6 individuals) (13) 2,099,731 33.5 % _____________ * Less than 1.0%. 71 Table of Contents 1. 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. 2. Based on 5,863,215 shares of common stock outstanding on March 31, 2026. 3. 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. 4. 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. 5. Based on Schedule 13G/A filed with the SEC on September 16, 2025. Represents 524,404 immediately exercisable warrants to purchase 524,404 shares of common stock. 6. Based on Schedule 13G filed with the SEC on February 11, 2026. Represents 569,077 shares of common stock. 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. 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"). ATW Partners Opportunities Management, LLC (the "Adviser") serves as the investment manager to the Fund. 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"). 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. 7. Based on Schedule 13G/A (Amendment No. 2) filed with the SEC on November 18, 2025. Represents 630,470 immediately exercisable warrants to purchase 630,470 shares of common stock. Steven Cohen serves as the Managing Member of Alta Partners, LLC. 8 Based on the Company’s certified shareholder list from VStock Transfer as of December 31, 2025. Represents 370,371 shares of restricted common stock. Lorenzo Cagni serves as the CEO of Valarseo LLC. 9 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. 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. 10. Includes 1,240,000 shares of common stock and 476,931 immediately exercisable warrants to purchase 476,931 shares of common stock. 11. Represents 200,000 immediately exercisable options. 12. Includes 700 shares of common stock and 45,000 immediately exercisable options. 13. 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. Securities Authorized for Issuance under Equity Compensation Plans Information regarding our compensation plans under which our equity securities are authorized for issuance can be found in Part II –Item 5 of this Report on Form 10-K. Item 13. Certain Relationships and Related Transactions, and Director Independence Transactions with Related Persons From time to time, the Company pays expenses directly on behalf of the Joint Ventures that it manages and receives funds on behalf of the joint ventures. As of 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. 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. For additional information, see Note 10 – Related Party Transaction to our audited financial statements appearing elsewhere in Report on Form 10-K. 72 Table of Contents Policies and Procedures for Related-Party Transactions Our Audit Committee considers and approves or disapproves any related person transaction as required by NASDAQ regulations. Director Independence Standards Applicable NASDAQ rules require a majority of a listed company’s board of directors to be comprised of independent directors. In addition, the NASDAQ rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act. Under applicable NASDAQ rules, a director will only qualify as an “independent director” if, in the opinion of the listed company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. Director Independence In March 2026, our Board of Directors undertook a review of the composition of our Board of Directors and its committees and the independence of each of our directors. Based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, our Board of Directors has determined that each of Andrew “A.J.” Lawrence, David McKeegan, Robert J. Lipstein, and Mark Schwartz are “independent directors” as defined under applicable NASDAQ Stock Market Rules and Exchange Act Rules. In making such determination, our Board of Directors considered the relationships that each such non-employee director has/had with our Company and all other facts and circumstances that our Board of Directors deemed relevant in determining his/her independence, including the beneficial ownership of our capital stock by each non-employee director. The one member of our Board of Directors who is not an “independent director” is Dominic Wells as a result of his executive officer status with our Company. Item 14. Principal Accountant Fees and Services Astra Audit & Advisory, LLC (“Astra”) was our independent registered public accounting firm for our fiscal year ended December 31, 2025 and December 31, 2024. 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. The Company subsequently dismissed BF Borgers as its independent registered public accounting firm, effective May 3, 2024 and Astra was appointed as the Company’s independent registered public accounting firm on May 14, 2024. The aggregate fees billed for professional services by Astra and BF Borgers during 2025 and 2024 were as follows: Astra Audit & Advisory, LLC 2025 2024 Audit Fees $ 348,730 $ 229,000 Audit-Related Fees $ 12,500 $ 78,000 Tax Fees - - All Other Fees - - BF Borgers CPA PC 2025 2024 Audit Fees $ - $ 7,500 Audit-Related Fees $ - $ 55,000 Tax Fees - - All Other Fees - - 73 Table of Contents 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. 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. For 2025, these fees consisted primarily of amounts billed for work performed in connection with the audit of the Eastern Standard acquisition. 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. No tax services were rendered by either Astra or BF Borgers. All Other Fees are the aggregate fees billed during the years ended December 31, 2025 and December 31, 2024 for products and services provided by Astra and BF Borgers, respectively, other than the services reported in the Audit Fees, Audit-Related Fees, and Tax Fees categories above. Audit Committee Pre-Approval Policies . All the services performed by Astra and BF Borgers that are described above were pre-approved by the Company’s audit committee. The Audit Committee pre-approves all audit and permissible non-audit services on a case-by-case basis. None of the hours expended on Astra’s and BF Borgers’ engagement to audit the Company’s financial statements for the years ended December 31, 2025 and December 31, 2024 were attributed to work performed by persons other than Astra’s and BF Borgers’ full-time, permanent employees. 74 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedules (a) The following Audited Financial Statements are filed as part of this Form 10-K Report: Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets F-3 Consolidated Statements of Operations F-4 Consolidated Statements of Stockholders’ Equity F-5 Consolidated Statements of Cash Flows F-8 Notes to Consolidated Financial Statements F-7 (b) The following exhibits are filed as part of this report. 75 Table of Contents Exhibit No. Description of Exhibit Location 2.1 Asset Purchase Agreement - RevenueZen Incorporated by reference to Company’s Form 8-K filed on 01/04/24 2.2 Asset Purchase Agreement -Eastern Standard Incorporated by reference to Company’s Form 8-K filed on 09/24/24 2.3 Closing Letter Agreement – Eastern Standard Incorporated by reference to Company’s Form 8-K filed on 10/22/2024 3.1 Amended and Restated Certificate of Incorporation Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 04/07/22 3.2 Certificate of Amendment of Certificate of Incorporation Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 08/16/22 3.3 Amended and Restated Bylaws Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 04/26/22 4.1 Warrant Agency Agreement, dated August 30, 2022, between the Company and VStock Transfer LLC Incorporated by reference to Company’s Form 8-K filed with the SEC on 8/30/22 4.2 Form of Warrant Agreement (included in Exhibit 4.1) Incorporated by reference to Company’s Form 8-K filed with the SEC on 8/30/2022 4.3 Form of Representative’s Warrant Incorporated by reference to Company’s Form 8-K filed with the SEC on 7/25/22 4.4 Warrant - BCP MEDIA, Inc. Incorporated by reference to Company’s Form 8-K filed on 10/19/22 4.5 Form of Stock Certificate Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 5/13/22 4.6 Description of Registrant’s Securities Filed Herewith 10.1 2020 Equity Incentive Plan Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 9/20/22 10.2 2020 Equity Incentive Plan Amendment No 1 Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 8/1622 10.3 Form of Non-Qualified Stock Option Agreement – Employees Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 04/07/22 10.4 Form of Stock Option Exercise Agreement - Employees Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 04/07/22 10.5 Form of Non-Qualified Stock Option Award Agreement - Consultants Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 04/07/22 10.6 Form of Stock Option Exercise Agreement - Consultants Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 04/07/22 76 Table of Contents 10.7 Form of Non-Qualified Stock Option Award Agreement - Non Employee Directors Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 04/07/22 10.8 Form of Stock Option Exercise Agreement - Non Employee Directors Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 04/07/22 10.9 Form of Restricted Stock Award Agreement - Directors Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 04/07/22 10.10 Non-Employee Director Compensation Policy 2025 Filed Herewith 10.11 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 10.12 Employee Agreement Amendment March 25, 2025 – Dominic Wells Incorporated by reference to Company’s Form 10-Q filed with the SEC on 08/14/2025 10.13 Employment Agreement dated as of February 1, 2022, by the Company and Adam Trainor Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 04/07/22 10.14 Employee Agreement dated as of December 19, 2024, by the Company and Adam Trainor Incorporated by reference to Company’s Form 8-K filed with the SEC on 12/20/2024 10.15 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 10.16 Promissory Note - RevenueZen Incorporated by reference to Company’s Form 8-K filed with the SEC on 01/04/24 10.17 Form of $400,000 Promissory Note – Eastern Standard Incorporated by reference to Company’s Form 8-K filed with the SEC on 10/22/2024 10.18 Form of $850,000 Promissory Note – Eastern Standard Incorporated by reference to Company’s Form 8-K filed with the SEC on 10/22/2024 10.19 Form of Security Agreement – Eastern Standard Incorporated by reference to Company’s Form 8-K filed with the SEC on 10/22/2024 10.20 Form of Corporate Guarantee Incorporated by reference to Company’s Form 8-K filed with the SEC on 10/22/2024 10.21 Securities Purchase Agreement between the Company and Buyers, dated November 17, 2025 Incorporated by reference to Company’s Form 8-K filed with the SEC on 11/19/25 10.22 Form of Senior Secured Convertible Note dated November 17, 2025 Incorporated by reference to Company’s Form 8-K filed with the SEC on 11/19/25 10.23 Form of Right to Receive Common Stock dated November 17, 2025 Incorporated by reference to Company’s Form 8-K filed with the SEC on 11/19/25 10.24 Form of Security and Pledge Agreement dated November 17, 2025 Incorporated by reference to Company’s Form 8-K filed with the SEC on 11/19/25 10.25 Form of Guaranty dated November 17, 2025 Incorporated by reference to Company’s Form 8-K filed with the SEC on 11/19/25 10.26 Form of Registration Rights Agreement dated November 17, 2025 Incorporated by reference to Company’s Form 8-K filed with the SEC on 11/19/25 14.1 Code of Ethics and Business Conduct Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 05/13/22 19.1 Insider Trading Policy Incorporated by reference to Company’s Form 10-K filed with the SEC on 4/16/25 77 Table of Contents 21.1 Subsidiaries of the Registrant Filed herewith 23.1 Consent of Independent Registered Public Accounting Firm – Astra Audit & Advisory, LLC Filed herewith 31.1 Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, executed by the Principal Executive Officer of the Company. Filed herewith 31.2 Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, executed by the Principal Financial Officer of the Company. Filed herewith 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Principal Executive Officer of the Company. Furnished 32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Principal Financial Officer of the Company. Furnished 97.1 Clawback Policy Incorporated by reference to Company’s Form 10-K filed on 04/01/24 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) Item 16. Form 10-K Summary None 78 Table of Contents Appendix A Financial Statements FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets F-3 Consolidated Statements of Operations F-4 Consolidated Statements of Stockholders’ Equity F-5 Consolidated Statements of Cash Flows F-6 Notes to Consolidated Financial Statements F-7 F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Onfolio Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Onfolio Holdings, Inc. (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). 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 The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3, the Company has recurring net losses and negative cash flow from operations. These 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. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Astra Audit & Advisory, LLC Astra Audit & Advisory, LLC We have served as the Company’s auditor since 2024. 3702 W Spruce St # 1430 Tampa, Florida 33607 Firm ID 6920 March 31, 2026 3702 W Spruce St #1430 • Tampa, Florida 33607 • +1.813.441.9707 F-2 Table of Contents FINANCIAL STATEMENTS Onfolio Holdings, Inc. Consolidated Balance Sheets December 31, December 31, 2025 2024 Assets Current Assets: Cash and cash equivalents $ 2,175,223 $ 476,874 Accounts receivable, net 476,578 755,804 Inventory 44,800 65,876 Prepaids and other current assets 227,224 138,007 Total Current Assets 2,923,825 1,436,561 Intangible assets 1,683,798 3,323,211 Goodwill 4,203,145 4,210,557 Fixed assets 3,423 5,135 Due from related party 95,189 126,530 Investment in digital assets 2,263,471 9,465 Investment in unconsolidated joint ventures, cost method 188,007 213,007 Investment in unconsolidated joint ventures, equity method - 268,231 Total Assets $ 11,360,858 $ 9,592,697 Liabilities and Stockholder’s Equity Current Liabilities: Accounts payable and other current liabilities $ 1,066,702 $ 969,068 Dividends payable 121,789 100,797 Notes payable – current 487,658 312,634 Notes payable – related parties, current 897,904 790,000 Contingent consideration 164,382 981,591 Deferred revenue 497,113 589,913 Derivative liability 3,463,727 - Total Current Liabilities 6,699,275 4,194,003 Notes payable - 450,000 Notes payable - related parties 480,141 1,049,000 Convertible notes, net of discount 276,273 - Total Liabilities 7,455,689 5,243,003 Commitments and Contingencies – Note 16 Stockholders’ Equity: Preferred stock, $ 0.001 per value, 5,000,000 shares authorized Series A Preferred stock, $ 0.001 par value, 1,000,000 shares authorized, 169,460 and 134,460 issued and outstanding at December 31, 2025 and 2024; 169 134 Common stock, $ 0.001 par value, 50,000,000 shares authorized, 5,863,214 and 5,127,395 issued and outstanding at December 31, 2025 and 2024; 5,864 5,128 Additional paid-in capital 24,524,989 22,316,751 Accumulated other comprehensive income 91,110 68,105 Accumulated deficit ( 22,141,797 ) ( 19,078,287 ) Total Onfolio Inc. stockholders’ equity 2,480,335 3,311,831 Non-Controlling Interests 1,424,834 1,037,863 Total Stockholders’ Equity 3,905,169 4,349,694 Total Liabilities and Stockholders’ Equity $ 11,360,858 $ 9,592,697 The accompanying notes are an integral part of these consolidated financial statements F-3 Table of Contents Onfolio Holdings, Inc. Consolidated Statements of Operations For the Year Ended December 31, 2025 2024 Revenue, services $ 7,386,084 $ 4,660,069 Revenue, product sales 3,344,134 3,202,008 Total Revenue 10,730,218 7,862,077 Cost of revenue, services 3,910,452 2,609,061 Cost of revenue, product sales 389,568 708,139 Total cost of revenue 4,300,020 3,317,200 Gross profit 6,430,198 4,544,877 Operating expenses Selling, general and administrative 7,467,169 5,718,243 Professional fees 1,212,805 948,751 Impairment of goodwill and intangible assets 439,964 121,000 Acquisition costs 68,625 264,731 Total operating expenses 9,188,563 7,052,725 Loss from operations ( 2,758,365 ) ( 2,507,848 ) Other income (expense) Equity method income 767 ( 4,812 ) Dividend income 26,095 12,157 Interest income (expense), net ( 498,409 ) ( 101,667 ) Change in fair value of digital assets ( 226,753 ) - Change in fair value of derivative liabilities 1,083,185 - Other income ( 2,093 ) 6,183 Impairment of investments ( 293,998 ) - Change in fair value of contingent consideration 111,813 368,464 Gain on sale of subsidiary - 453,581 Total other income 200,607 733,906 Loss before income taxes ( 2,557,758 ) ( 1,773,942 ) Income tax (provision) benefit 17,390 - Net loss ( 2,540,368 ) ( 1,773,942 ) Net loss attributable to noncontrolling interest ( 48,291 ) 7,737 Net loss attributable to Onfolio Holdings Inc. ( 2,588,659 ) ( 1,766,205 ) Preferred Dividends ( 474,851 ) ( 354,228 ) Net loss to common shareholders $ ( 3,063,510 ) $ ( 2,120,433 ) Net loss per common shareholder Basic and diluted $ ( 0.58 ) $ ( 0.41 ) Weighted average shares outstanding Basic and diluted 5,260,327 5,117,941 The accompanying notes are an integral part of these consolidated financial statements F-4 Table of Contents Onfolio Holdings, Inc. Consolidated Statements of Stockholders’ Equity For the Years Ended December 31, 2025 and 2024 Preferred Stock, $0.001 Par value Common Stock, $0.001 Par Value Additional Paid-In Accumulated Accumulated Other Comprehensive Non Controlling Total Stockholders' Shares Amount Shares Amount Capital Deficit Income Interest Equity Balance, December 31, 2023 92,260 $ 93 5,107,395 $ 5,108 $ 21,107,311 $ ( 16,957,854 ) $ 182,465 $ - $ 4,337,123 - - - - - - Acquisition of Business 41,400 41 - - 1,094,959 - - 1,066,000 2,161,000 Sale of preferred stock for cash 800 - - - 20,000 - - - 20,000 Stock-based compensation - - - - 56,887 - - - 56,887 Shareholder Contributions 24,654 24,654 Common stock issued for exercise of options - - 20,000 20 12,940 - - - 12,960 Preferred dividends - - - - - ( 354,228 ) - - ( 354,228 ) Foreign currency translation - - - - - - ( 114,360 ) ( 114,360 ) Distribution to non-controlling interest ( 20,400 ) ( 20,400 ) Net loss - - - - - ( 1,766,205 ) - ( 7,737 ) ( 1,773,942 ) Balance, December 31, 2024 134,460 134 5,127,395 5,128 22,316,751 ( 19,078,287 ) 68,105 1,037,863 4,349,694 Sale of common stock and warrants for cash - - 735,819 736 992,620 - - - 993,356 Sale of preferred stock for cash 32,200 32 - - 804,968 - - - 805,000 Preferred stock and common stock options issued for payment of contingent consideration 2,800 3 - - 169,997 - - - 170,000 Stock-based compensation - - - - 240,653 - - - 240,653 Payment of note payable by NCI - - - - - - - 400,000 400,000 Preferred dividends - - - - - ( 474,851 ) - - ( 474,851 ) Foreign currency translation - - - - - - 23,005 - 23,005 Distribution to non-controlling interest - - - - - - - ( 61,320 ) ( 61,320 ) Net loss - - - - - ( 2,588,659 ) - 48,291 ( 2,540,368 ) Balance, December 31, 2025 169,460 $ 169 5,863,214 $ 5,864 $ 24,524,989 $ ( 22,141,797 ) $ 91,110 $ 1,424,834 $ 3,905,169 The accompanying notes are an integral part of these consolidated financial statements F-5 Table of Contents Onfolio Holdings, Inc. Consolidated Statements of Cash Flows For the Years Ended December 31, 2025 and 2024 2025 2024 Cash Flows from Operating Activities Net loss $ ( 2,540,368 ) $ ( 1,773,942 ) Adjustments to reconcile net loss to net cash provided by operating activities: Stock-based compensation expense 240,653 56,887 Equity method (income) loss ( 767 ) 4,812 Depreciation expense 1,712 - Amortization of debt discounts and debt issuance costs 140,685 - Gain on sale of subsidiary - ( 453,581 ) Change in fair value of contingent consideration ( 111,813 ) ( 368,464 ) Amortization of intangible assets 1,199,449 906,737 Change in fair value of digital assets 229,086 - Earnings on digital assets ( 2,333 ) - Change in fair value of derivative liabilities ( 1,083,185 ) - Impairment of intangible assets 439,964 121,000 Impairment of Investment 293,998 - Net change in: Accounts receivable 286,637 ( 282,002 ) Inventory 21,076 26,761 Prepaids and other current assets ( 89,217 ) 4,891 Accounts payable and other current liabilities 97,634 477,247 Due to joint ventures 31,341 24,441 Deferred revenue ( 92,800 ) 86,850 Net cash used in operating activities ( 938,248 ) ( 1,168,363 ) Cash Flows from Investing Activities Proceeds from sale of subsidiary - 780,000 Cash paid to acquire businesses - ( 255,000 ) Investments in joint ventures - ( 59,000 ) Proceeds from sale of digital assets 3,612 - Investments in digital assets ( 2,484,371 ) ( 15,000 ) Net cash provided by (used in) investing activities ( 2,480,759 ) 451,000 Cash Flows from Financing Activities Proceeds from exercise of common stock options - 12,960 Proceeds from sale of Series A preferred stock 805,000 20,000 Proceeds from sale of common stock units 993,356 - Payments of preferred dividends ( 453,859 ) ( 321,442 ) Distributions to non-controlling interest holders ( 61,320 ) ( 20,400 ) Proceeds from notes payable 593,371 881,650 Payments on note payables ( 955,847 ) ( 386,339 ) Proceeds from notes payable – related parties 60,965 200,000 Proceeds from convertible notes payable 4,770,000 - Payments on note payables – related parties ( 461,919 ) ( 1,000 ) Payments on contingent consideration ( 195,396 ) ( 59,093 ) Net cash provided by financing activities 5,094,351 326,336 Effect of foreign currency translation 23,005 ( 114,360 ) Net Change in Cash 1,698,349 ( 505,387 ) Cash, Beginning of Period 476,874 982,261 Cash, End of Period $ 2,175,223 $ 476,874 Cash Paid For: Income Taxes $ - $ - Interest $ 330,730 $ 101,667 Non-cash Transactions Dividends on preferred stock $ 474,851 $ 354,228 Non-controlling interest issued for acquisitions $ - $ 1,066,000 Non-controlling interest issued for settlement of note payable $ 400,000 $ - Settlement of contingent consideration $ 510,000 $ - Common stock options issued for acquisitions $ - $ 60,000 Contingent consideration issued for acquisitions $ - $ 1,349,148 Derivative liability established for conversion feature $ 4,546,912 $ - Preferred stock issued for acquisitions $ - $ 1,035,000 Notes payable issued for asset acquisitions $ - $ 1,890,000 The accompanying notes are an integral part of these consolidated financial statements F-6 Table of Contents ONFOLIO HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 NOTE 1 – NATURE OF BUSINESS AND ORGANIZATION Onfolio Holdings, Inc. (“Company”) was incorporated on July 20, 2020 under the laws of Delaware to acquire and development high-growth and profitable internet businesses. The Company primarily earns revenue through website management, advertising and content placement on its online businesses, and product sales on certain sites. The Company owns multiple online businesses and manages online businesses on behalf of certain unconsolidated entities in which it holds equity interests. As described in “Note 4 –Segments Information”, we operate in two business segments: Business to Business (“B2B”) and Business to Consumer (“B2C). NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). The Company’s fiscal year end is December 31. The consolidated financial statements of the Company include the accounts of its wholly owned subsidiaries and other controlled entities. The Company’s wholly-owned subsidiaries are Onfolio LLC, Vital Reaction, LLC, Mighty Deals LLC, Onfolio Assets, LLC, Onfolio Management, LLC, WP Folio, LLC, Proofread Anywhere, LLC, Contentellect, LLC, SEO Butler Limited, Pace Generative LLC, and DealPipe, LLC. The Company also maintains majority ownership in DDS Rank, LLC, RevenueZen, LLC, and Eastern Standard which are owned 66 %, 88 %, and 53 % respectively, by the Company as of December 31, 2025. All intercompany transactions and balances have been eliminated in consolidation. Foreign Currency Translation Gains (Losses) The Company, and the majority of its subsidiaries, maintain their accounting records in U.S. Dollars. The Company’s operating subsidiary, SEO Butler, is located in the United Kingdom and maintains its accounting records in Great Britain Pounds, which is its functional currency. Assets and liabilities of the subsidiary are translated into U.S. dollars at exchange rates at the balance sheet date, equity accounts are translated at historical exchange rate and revenues and expenses are translated by using the average exchange rates for the period. Translation adjustments are reported as a separate component of other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss. Foreign currency denominated transactions are translated at exchange rates approximating those in effect at the transaction dates. Investment in Unconsolidated Entities – Equity and Cost Method Investments We account for our interests in entities in which we are able to exercise significant influence over operating and financial policies, generally 50 % or less ownership interest, under the equity method of accounting. In such cases, our original investments are recorded at cost and adjusted for our share of earnings, losses and distributions. We account for our interests in entities where we have virtually no influence over operating and financial policies under the cost method of accounting. In such cases, our original investments are recorded at cost and any distributions received are recorded as income. Our investments in OnFolio JV I, LLC (“JV I”), OnFolio JV II, LLC (“JV II”) and OnFolio JV III, LLC (“JV III”) are accounted for under the cost method. All investments are subject to our impairment review policy. The Company recognized the value of its investments in these joint ventures at carryover basis based on the amount paid by the CEO to the joint venture for Onfolio JV 1 LLC, and agreed to pay the joint venture the contribution for Onfolio JV II LLC and Onfolio JV III LLC at the carryover basis for the amount the interest was acquired for by the CEO. The current investment in unconsolidated affiliates accounted for under the equity method consists of a 35.8 % interest in OnFolio JV IV, LLC (“JV IV”), which is involved in the acquisition, development and operation of 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. Variable Interest Entities Variable interest entities (“VIEs”) are consolidated when the investor is the primary beneficiary. A primary beneficiary is the variable interest holder in a VIE with both the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and the obligation to absorb losses, or the right to receive benefits that could potentially be significant to the VIE. Management concluded that the joint ventures do not qualify as variable interest entities under the requirements of ASC 810, as the joint ventures 1) have sufficient equity to finance its activities; 2) have equity owners that as a group have the characteristics of a controlling financial interest in the business, through the ability to vote on a majority basis to change the managing member of the respective joint ventures, and 3) are structured with substantive voting rights. The Company accounts for its investments in the joint ventures under either the cost or equity method based on the equity ownership in each entity. The Company, through its subsidiary Onfolio Management LLC, is the manager of Onfolio Agency SPV, LLC (“OA SPV”), and Onfolio Agency SPV 2, LLC (“OA SPV 2”), collectively referred to as “OA SPVs”. The Company does not hold any equity interest in OA SPVs, but will receive 10 % of any cash distributions paid by OA SPV, and 20 % of any cash distributions paid by OA SPV 2, to its members, when declared, as the management fee. The Company can be removed as manager of OA SPVs through a unanimous vote of the members. The Company determined that the fees it may receive for its role as manager do not constitute a variable interest in OA SPVs and will be accounted for as a revenue contract under ASC 606. F-7 Table of Contents The Company, through its subsidiary RevenueZen, LLC, is the manager of CliAquire, LLC (“CliAquire”). The Company holds a 5 % members interest in CliAquire and will receive profit distributions based on its membership interest. The Company can be removed as manager of CliAquire through a supermajority vote of the members. The Company determined that the investment in CliAquire will be accounted for as a cost method investment. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. The Company uses significant judgements when making estimates related to the assessment of control over variable interest entities, valuation of deferred tax assets and impairment of long lived assets. Actual results could differ from those estimates. Cash and Cash Equivalent Cash and cash equivalents include cash on hand, demand deposits with banks and liquid investments with an original maturity of three months or less. Inventories Inventories are stated at the lower of actual cost or net realizable value. Cost is determined by using the first-in, first-out (FIFO) method. Goodwill and Other Intangibles The Company accounts for goodwill in a purchase business combination as the excess of the cost over the estimated fair value of net assets acquired. Business combinations can also result in the recognition of other intangible assets. Amortization of intangible assets, if applicable, occurs over their estimated useful lives. Goodwill, which is not amortized, is tested for impairment on an annual basis (or an interim basis if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value). When testing goodwill for impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of a reporting unit is less than its carrying amount. If the Company elects to perform a qualitative assessment and determines that an impairment is more likely than not, then performance of the quantitative impairment test is required. The quantitative assessment is performed to estimate the fair value of a reporting unit. To determine the reasonableness of the estimated fair values, the Company reviews the assumptions to determine that neither the income approach nor the market approach provides significantly different valuations. If the estimated fair value exceeds the carrying value, no further work is required and no impairment loss is recognized. If the carrying value exceeds the estimated fair value, a non-cash impairment loss is recognized in the amount of that excess. When performing the quantitative assessment, key assumptions used in the income approach are updated when the analysis is performed for each reporting unit. The assumptions that have the most significant effect on the fair value calculations are the projected revenue growth rates, future operating margins, discount rates, and terminal values. While the Company uses reasonable and timely information to prepare its discounted cash flow analysis, actual future cash flows or market conditions could differ significantly and could result in future impairment charges related to recorded goodwill balances. Recently acquired reporting units generally represent a higher inherent risk of impairment, which typically decreases as the businesses are integrated into the enterprise. Negative industry or economic trends, disruptions to its business, actual results significantly below expected results, unexpected significant changes or planned changes in the use of the assets, divestitures, and market capitalization declines may have a negative effect on the fair value of the Company’s reporting units. F-8 Table of Contents Indefinite lived intangible assets are not amortized, but are separately tested for impairment during the fourth quarter of the fiscal year or on an interim basis if an event occurs that indicates the fair value is more likely than not below the carrying value. The Company first qualitatively assesses whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of an indefinite-lived trade name is less than its carrying amount. If necessary, the Company conducts a quantitative assessment using the relief-from-royalty method. This methodology assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to exploit the related benefits of these assets. To the extent the Company determines a fair value, the inputs used represent a Level 3 fair value measurement in the FASB fair value hierarchy given that the inputs are unobservable. The assumptions that have the most significant effect on the fair value calculations are the royalty rates, projected revenue growth rates, discount rates, and terminal values. The royalty rate is determined based on the profitability of the trade name to which it relates and observed market royalty rates. Revenue growth rates are determined after considering current and future economic conditions, recent sales trends, or other variables. The assessment of fair value for impairment purposes requires significant judgments to be made by management. Although forecasts are based on assumptions that are considered reasonable by management and consistent with the plans and estimates management uses to operate the underlying businesses, there is significant judgment in estimating future operating results. Changes in estimates or the application of alternative assumptions could produce significantly different results. The Company evaluates whether there has been an impairment of identifiable intangible assets with definite useful economic lives, or of the remaining life of such assets, when certain indicators of impairment are present. In the event that facts and circumstances indicate that the cost or remaining period of amortization of any asset may be impaired, an evaluation of recoverability would be performed. If an evaluation is required, the estimated future gross, undiscounted cash flows associated with the asset would be compared to the asset’s carrying amount to determine if a write-down to fair value or a revision in the remaining amortization period is required. Long-lived Assets The Company determines whether there has been an impairment of long-lived assets, excluding goodwill and other intangible assets, when certain indicators of impairment are present. In the event that facts and circumstances indicate that the cost or life of any long-lived asset may be impaired, an evaluation of recoverability would be performed. If an evaluation is required, the estimated future gross, undiscounted cash flows associated with the asset would be compared to the asset’s carrying amount to determine if a write-down to fair value or a revision to the remaining useful life is required. 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. Digital Assets 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”. Cryptocurrency assets within the scope of ASC 350-60 Intangibles—Goodwill and Other—Crypto Assets(“ ASC 350-60 ): Our Digital Asset tokens have been determined to fall within the scope of ASC 350-60. The company reflects cryptocurrency assets held at fair value on the consolidated balance sheets within the Digital Assets line item. 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. In determining the fair value of digital assets in accordance with ASC 820, Fair Value Measurement (“ ASC 820 ”). The Company utilizes BitGo as the principal market and for pricing in determining the fair value of its digital asset holdings. The Company uses a first-in, first-out methodology to assign costs to digital assets. The fair value of digital assets are considered a level 1 fair value measurement. Custodian Risk 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. 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. 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 . F-9 Table of Contents Native Staking The Company utilized one third-party asset manager to manage and stake ETH and SOL on its behalf as of December 31, 2025. 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). The validator operator manages the staking process and delegates the Company’s ETH and SOL to network validators. When selected by the networks, these validators earn staking rewards and transaction fees proportional to the amount of stake delegated. 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. 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. 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. As such the earnings are recorded as other income in the statement of operations. 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). 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. Rewards represent noncash consideration and are measured using quoted prices in the principal market at contract inception. Subsequent changes in the fair value of ETH and SOL after initial recognition are recorded as unrealized gains or losses. Revenue Recognition The Company follows the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (the “new revenue standard”) to all contracts using the modified retrospective method. Revenue is recognized based on the following five step model: - Identification of the contract with a customer - Identification of the performance obligations in the contract - Determination of the transaction price - Allocation of the transaction price to the performance obligations in the contract - Recognition of revenue when, or as, the Company satisfies a performance obligation The Company primarily earns revenue through website management, digital services, advertising and content placement on its online businesses, product sales, and digital product sales. Management services revenue is earned and recognized on a monthly basis as the services are provided. Advertising and content revenue is earned and recognized once the content is presented on the Company’s sites in accordance with the customer requirements. Product sales are recognized at the time the product is shipped to the customer. In certain circumstances, products are shipped directly by a supplier to the end customer at the Company’s request. The Company determined that it is the primary obligor in these contracts due to being responsible for fulfilling the customer contract, establishing pricing with the customer, and taking on credit risk from the customer. The Company recognizes revenue from these contracts with customers on a gross basis. Digital product sales represent electronic content that is transferred to the customer at time of purchase. The Company also earns revenue from online course subscriptions that may have monthly or annual subscriptions. In circumstances when a customer purchases an annual subscription upfront, the Company defers the revenue until the performance obligation has been satisfied. The revenue from our Eastern Standard subsidiary is derived from website design and implementation contracts and typically span between 4 to 12 months. These contracts continuously transfer control to the customer as all of the work is completed electronically and is transferable to the customer at any point in time. Contract costs include labor, materials, and indirect costs. F-10 Table of Contents We have numerous contracts that are in various stages of completion which require estimates to determine the forecasted costs at completion. Due to the nature of the work left to be performed on many of our contracts, the estimation of total cost at completion for fixed-price contracts is complex, subject to many variables and requires significant judgment. Estimates of total cost at completion are made each period and changes in these estimates are accounted for prospectively as cumulative adjustments to revenue recognized in the current period. If estimates of costs to complete fixed-price contracts indicate a loss, a provision is made through a contract write-down for the total loss anticipated. Contract modifications are routine in the performance of our contracts. Contracts are often modified to account for changes in the contract specifications or requirements. In most instances, contract modifications are for goods or services that are not distinct, and, therefore, are accounted for as part of the existing contract. As of December 31, 2025, the Company has $ 497,113 in deferred revenue related to unsatisfied performance obligations that are expected to be recognized during fiscal 2026. The following table presented disaggregated revenue information for the years ended December 31, 2025 and 2024: For the Year ended December 31, 2025 For the Year ended December 31, 2024 Website management $ 4,495,183 $ 1,069,716 Advertising and content revenue 2,890,902 3,590,353 Product sales 327,850 539,115 Digital Product Sales 3,016,283 2,662,893 Total revenue $ 10,730,218 $ 7,862,077 The Company does not have any single customer that accounted for greater than 10% of revenue during the years ended December 31, 2025 and 2024. Cost of Revenue Cost of product revenue consists primarily of costs associated with the acquisition and shipment of products being sold through the Company’s online marketplaces. Cost of Service revenue which include website content creation costs including contract labor, domain and hosting costs and certain software costs related to website operations. Net Income (Loss) Per Share In accordance with ASC 260 “Earnings per Share,” basic net loss per common share is computed by dividing net loss for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss for the period by the weighted average number of common and common equivalent shares. 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. 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. Income Taxes The Company accounts for income taxes in accordance with ASC 740, which requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. F-11 Table of Contents Tax benefits of uncertain tax positions are recorded only where the position is “more likely than not” to be sustained based on their technical merits. The amount recognized is the amount that represents the largest amount of tax benefit that is greater than 50% likely of being ultimately realized. A liability is recognized for any benefit claimed or expected to be claimed, in a tax return in excess of the benefit recorded in the financial statements, along with any interest and penalty (if applicable) in such excess. The Company has no uncertain tax positions as of December 31, 2025 or 2024. Derivative Financial Instruments Derivatives are measured at their fair value on the balance sheet. In determining the appropriate fair value, the Company uses a binomial model. Changes in fair value are recorded in the consolidated statements of operations. Fair Value of Financial Instruments The carrying value of short-term instruments, including cash, accounts payable and accrued expenses, and notes payable approximate fair value due to the relatively short period to maturity for these instruments. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows: Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value. The 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: Fair value at Level 1 Level 2 Level 3 December 31, 2025 Assets: Cryptocurrency holdings $ 2,263,471 $ - $ - $ 2,263,471 Total assets $ 2,263,471 $ - $ - $ 2,263,471 Liabilities: Derivative liability $ - $ - $ 3,463,727 $ 3,463,727 Total liabilities $ - $ - $ 3,463,727 $ 3,463,727 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 The Company manages its operations under two segments for the purpose of assessing performance and making operating decisions – Business to Business (“B2B”) and Business to Consumer (“B2C)”. The Company’s Chief Operating Decision Maker (“CODM”) is its executive management committee. The CODM allocates resources and evaluates the performance of the Company using information about combined net income from operations. All significant operating decisions are based upon an analysis of the Company as two operating segments, which are the same as its reporting segments. F-12 Table of Contents Stock-Based Compensation Accounting Standards Codification (“ASC”) 718, “Accounting for Stock-Based Compensation” established financial accounting and reporting standards for stock-based compensation plans. It defines a fair value-based method of accounting for an employee stock option or similar equity instrument. Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The valuation of employee stock options is an inherently subjective process, since market values are generally not available for long-term, non-transferable employee stock options. Accordingly, the Black-Scholes option pricing model is utilized to derive an estimated fair value. The Black-Scholes pricing model requires the consideration of the following five variables for purposes of estimating fair value: Expected Dividends. We have never declared or paid any cash dividends on any of our capital stock and do not expect to do so in the foreseeable future. Accordingly, we use an expected dividend yield of zero to calculate the grant-date fair value of a stock option. Expected Volatility. The expected volatility is a measure of the amount by which our stock price is expected to fluctuate during the expected term of options granted. We determine the expected volatility solely based upon the historical volatility of a peer group of companies of similar size and with similar operations. Risk-Free Interest Rate. The risk-free interest rate is the implied yield available on U.S. Treasury zero -coupon issues with a remaining term equal to the option’s expected term on the grant date. Expected Term. The expected life of stock options granted is 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. Advertising The Company expenses advertising costs as they are incurred. Advertising costs were $ 2,160,111 and $ 1,474,972 for the years ended December 31, 2025 and 2024, respectively. Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09 , Income Taxes ( Topic 740 ) : Improvements to Income Tax Disclosures, which expands the disclosures required for income taxes. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendment should be applied on a prospective basis while retrospective application is permitted. The Company adopted this standard effective January 1, 2025, which did not have a material impact on the Company’s consolidated financial statements. In November 2024, the FASB issued ASU 2024-03 , Disaggregation of Income Statement Expenses , and in January 2025, the FASB issued ASU 2025-01 , Clarifying the Effective Date (“ASU 2025-01”). The amendments are intended to enhance disclosures regarding an entity’s costs and expenses by requiring additional disaggregated information disclosures about certain income statement expense line items. The amendments, as clarified by ASU 2025-01, are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures. In July 2025, the FASB issued ASU 2025-05 , Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). 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”). 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. ASU 2025-05 is effective for interim and annual periods beginning after December 15, 2025. Early adoption is permitted. 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. F-13 Table of Contents Reclassifications Certain reclassifications have been made to our prior year’s consolidated financial statements to conform to our current year presentation. These reclassifications had no effect on our previously reported results of operations or accumulated deficit. NOTE 3 – GOING CONCERN These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At December 31, 2025, the Company had not yet achieved consistent profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity or debt financing and/or related party advances. However, there is no assurance of additional funding being available. NOTE 4 – SEGMENT INFORMATION The Company manages its operations under two segments for the purpose of assessing performance and making operating decisions – Business to Business (“B2B”) and Business to Consumer (“B2C)”. The Company’s Chief Operating Decision Maker (“CODM”) is its executive management committee. The CODM allocates resources and evaluates the performance of the Company using information about combined net income from operations. All significant operating decisions are based upon an analysis of the Company as two operating segments, which are the same as its reporting segments. We operate in two business segments: B2B and B2C. We organize our business segments based on the nature of products and services offered, and the economic characteristics of each segment. Following is a brief description of the activities of our business segments. B2B Our B2B segment includes the results of operations of Eastern Standard, RevenueZen, DDS Rank, SEO Butler, Contentellect, Pace Generative and DealPipe. These entities share similar characteristics such as customers being businesses and being primarily service-related businesses. B2C Our B2C segment includes the results of operations of Proofread Anywhere, Mighty Deals, and Vital Reaction. These entities share characteristics such as the end customers being individual consumers, and sales being more focused on product sales, including digital sales. Selected Financial Data by Business Segment Net sales and operating profit of the Company’s business segments exclude intersegment sales, cost of sales and profit as these activities are eliminated in consolidation and thus are not included in management’s evaluation of performance of each segment. Our 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. Business segment operating profit includes the Company’s share of earnings or losses from equity method investees as the operating activities of the equity method investees are closely aligned with the operations of its business segments. F-14 Table of Contents Summary Operating Results Sales, cost of sales and operating profit for each of our business segments were as follows (in millions): For the Year Ended December 31, 2025 B2B B2C CORPORATE Total Revenue, services $ 7,056,963 $ 329,121 $ - $ 7,386,084 Revenue, product sales - 3,344,134 - 3,344,134 Total Revenue 7,056,963 3,673,255 - 10,730,218 Cost of revenue, services 3,827,147 83,305 - 3,910,452 Cost of revenue, product sales - 389,568 - 389,568 Total cost of revenue 3,827,147 472,873 - 4,300,020 Gross profit 3,229,816 3,200,382 - 6,430,198 Operating expenses Selling, general and administrative 3,267,336 2,404,927 1,794,906 7,467,169 Professional fees 74,312 39,879 1,098,614 1,212,805 Acquisition costs - - 68,625 68,625 Impairment of goodwill and intangible assets 222,641 217,323 - 439,964 Total operating expenses 3,564,289 2,662,129 2,962,145 9,188,563 Income (Loss) from operations $ ( 334,473 ) $ 538,253 $ ( 2,962,145 ) $ ( 2,758,365 ) For the Year Ended December 31, 2024 B2B B2C CORPORATE Total Revenue, services $ 4,368,661 $ 291,408 $ - $ 4,660,069 Revenue, product sales - 3,202,008 - 3,202,008 Total Revenue 4,368,661 3,493,416 - 7,862,077 Cost of revenue, services 2,561,523 47,538 - 2,609,061 Cost of revenue, product sales - 708,139 - 708,139 Total cost of revenue 2,561,523 755,677 - 3,317,200 Gross profit 1,807,138 2,737,739 - 4,544,877 Operating expenses Selling, general and administrative 1,737,837 2,091,482 1,888,924 5,718,243 Professional fees 64,439 43,157 841,155 948,751 Acquisition costs - - 264,731 264,731 Impairment of goodwill and intangible assets - 121,000 - 121,000 Total operating expenses 1,802,276 2,255,639 2,994,810 7,052,725 Income (Loss) from operations $ 4,862 $ 482,100 $ ( 2,994,810 ) $ ( 2,507,848 ) F-15 Table of Contents Included within Selling, general and administrative is intangible asset amortization expense of $ 1,199,449 for the B2B segment and $ 0 for the B2C segment for the year ended December 31, 2025. Intangible asset amortization expense of $ 789,556 for the B2B segment and $ 117,181 for the B2C segment was included for the year ended December 31, 2024. Unallocated Items Business segment operating profit excludes the other items not considered part of management’s evaluation of segment operating performance such as a portion of management and administration costs, legal fees and settlements, stock-based compensation expense, significant asset impairments, gains or losses from divestitures, intangible asset amortization expense, and other miscellaneous corporate activities. Excluded items are included in the reconciling item “Corporate” between operating profit from our business segments and our consolidated operating profit. See “Note 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. Assets Total assets for each of our business segments were as follows: As of December 31, 2025 As of December 31, 2024 B2B $ 5,399,530 $ 6,495,983 B2C 1,873,485 2,097,863 Total business segment assets 7,273,015 8,593,846 Corporate assets 4,087,843 998,851 Total Assets $ 11,360,858 $ 9,592,697 Corporate assets primarily include cash and cash equivalents, and investments in unconsolidated joint ventures. During the years ended December 31, 2025 and 2024, the Company incurred no capital expenditures related to its segments. NOTE 5 – BUSINESS ACQUISITIONS DDS Rank On June 6, 2024, SEO Marketing, Inc (dba DDS Rank) (“DDS Rank” or the “Acquired Business”) and DDS Rank LLC (“DDS Rank Delaware”), a subsidiary of the Company entered into and closed an asset purchase agreement (the “DDS Asset Purchase Agreement”), for the purchase by the Company of the Acquired Business. Pursuant to the DDS Asset Purchase Agreement, and subject to the terms and conditions contained therein, at the closing, DDS Rank agreed to sell to the Company the Acquired Business, all as more fully described in the DDS Asset Purchase Agreement. The aggregate purchase price for the Acquired Business was $ 600,000 , consisting of $ 200,000 in cash paid by OA SPV at closing, $ 200,000 in Company Series A preferred stock, and a $ 200,000 7 % interest only secured promissory note made by DDS Rank Delaware due June 6, 2026 (the “DDS Promissory Note”). The transaction closed on June 24, 2024, when consideration was transferred by the Company and control was obtained by the Company and was accounted for as a business combination under ASC 805. F-16 Table of Contents The aggregate fair value of consideration for the DDS Rank acquisition was as follows: Purchase Price: Amount Cash paid to seller 200,000 Notes payable issued to seller 200,000 Series A preferred stock issued to seller 200,000 Total purchase consideration $ 600,000 The following information summarizes the allocation of the fair values assigned to the assets acquired at the acquisition date: Purchase Price Allocation Developed technology $ 90,000 Customer relationships 360,000 Trademarks and Trade Names 120,000 Non-Compete agreement 30,000 Net assets acquired $ 600,000 Eastern Standard On September 20, 2024, Eastern Standard LLC (“Eastern Standard Delaware”), a Delaware limited liability company and majority owned subsidiary, entered into an Asset Purchase Agreement (“Asset Purchase Agreement”) with Eastern Standard, LLC (“Eastern Standard Pennsylvania”), a Pennsylvania limited liability company, and its individual owners. Pursuant to the Asset Purchase Agreement, Eastern Standard Delaware will purchase from Eastern Standard Pennsylvania all of Eastern Standard Pennsylvania’s assets utilized in the operation of its business of providing digital marketing services, including integrated branding, and digital customer experiences (the “Acquired Business”). Pursuant to the Asset Purchase Agreement, and subject to the terms and conditions contained therein, at the closing, Eastern Standard Pennsylvania agreed to sell to Eastern Standard Delaware the Acquired Business, all as more fully described in the Asset Purchase Agreement. The aggregate purchase price for the Acquired Business is $ 2,160,000 . As of the closing, the Company owned 70% of Eastern Standard Delaware in exchange for $1,250,000 payable pursuant to two secured promissory notes which are guaranteed by the Company, and $410,000 of the Company’s Series A preferred stock. The entities comprising the Company’s special purpose vehicle funding program owns an aggregate of 20% of Eastern Standard Delaware in exchange for $500,000 payable in cash. Eastern Standard Pennsylvania owns a 10% roll-over equity interest in Eastern Standard Delaware . The transaction closed on October 18, 2024, when consideration was transferred by Onfolio and control was obtained by Onfolio and will be accounted for as a business combination under ASC 805. The aggregate fair value of consideration for the Eastern Standard acquisition was as follows: Purchase Price: Cash $ 500,000 Promissory Note, net of discount 1,250,000 Preferred Shares 410,000 Roll-over equity 240,000 Total purchase consideration 2,400,000 The following information summarizes the allocation of the fair values assigned to the assets acquired at the acquisition date: Purchase Price Allocation Accounts receivable $ 217,878 Unbilled receivables 165,855 Fixed assets 5,135 Website domains 90,000 Customer relationships 490,000 Trademarks and trade names 530,000 Non-compete agreement 20,000 Goodwill 1,407,602 Deferred revenues ( 526,470 ) Net assets acquired $ 2,400,000 F-17 Table of Contents Unaudited Pro Forma Financial Information 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. Year ended December 31, 2024 Revenue $ 11,456,601 Operating loss ( 2,099,022 ) Net loss ( 1,446,510 ) Net loss per common share $ ( 0.37 ) Weighted Average common shares outstanding 5,117,941 NOTE 6 – INVESTMENTS IN JOINT VENTURES The Company holds various investments in certain joint ventures as described below. Cost method investments OnFolio JV I, LLC (“JV I”) was formed on October 11, 2019 under the laws of Delaware. OnFolio LLC is the managing member of JV I and has operational and financial decision making. The manager of JV 1 can be removed by a majority vote of the equity holders of JV I. On August 1, 2020, the Company received an investment of 2.72 % by assignment from Dominic Wells, the Company’s CEO, who invested $ 10,000 into JV I for the equity interest. As manager of JV I, the Company will receive a monthly management fee of $2,500, and 50% of net profits of JV I above the monthly minimum of $12,500. In the event of the sale of a website that JV I manages, the Company will received 50% of the excess of the sales price above the price paid for the site . During the year ended December 31, 2022, the Company purchased an additional 10.91 % interest from existing owners for $ 52,500 in cash, bringing its total equity interest to 13.65 %. The management fee to the Company described above was waived for fiscal year ended December 31, 2025 and 2024, due to lower operating results of JV I. OnFolio JV II, LLC (“JV II”) was formed on November 8, 2019 under the laws of Delaware. OnFolio LLC is the managing member of JV II and has operational and financial decision making. The manager of JV II can be removed by a majority vote of the equity holders of JV II. On August 1, 2020, the Company received an investment of approximately 2.14 % by assignment from Dominic Wells, the Company’s CEO, who invested $ 10,000 into JV II for the equity interest.. Additionally, during the year ending December 31, 2020 the CEO acquired an additional interest from an existing JV II investor and transferred it to the Company, bringing its total equity interest in JV II to 4.28 %. During the year ending December 31, 2021, the company acquired additional interest from an existing JV II investor by paying $ 9,400 for his 2.14 %, bringing its total equity interest in JV II to 6.42 %. As manager of JV II, the Company will receive a monthly management fee of $1,500, and 50% of net profits of JV II above the monthly minimum of $16,500. In the event of the sale of a website that JV II manages, the Company will receive 50% of the excess of the sales price above the price paid for the site . During the year ended December 31, 2022, the Company purchased an additional 4.28 % interest from an existing owner for $ 10,000 in cash, bringing its total equity interest to 10.70 %. Based on the cash purchase price of the additional interest, the Company determined there was an implied impairment in the amount of $ 14,401 related to the cost basis of JV II. 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. 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. F-18 Table of Contents Equity Method Investments OnFolio JV IV, LLC (“JV IV”) was formed on January 3, 2020 under the laws of Delaware. The Company holds an equity interest of 35.8 % in JV IV, and is the manager of JV IV. The Company acquired this interest on August 1, 2020 for $ 290,000 through issuance of a Note payable to the joint venture. The Company paid $ 215,000 during the years ended December 31, 2022. The manager of JV IV can be removed by a majority vote of the equity holders of JV IV. The balance sheet of JV IV at December 31, 2025 included total assets of $ 612,977 and total liabilities of $ 462 . The balance sheet of JV IV at December 31, 2024 included total assets of $ 842,594 and total liabilities of $ 27,153 . Additionally, the income statement for JV IV for the years ended December 31, 2025 and 2024 included the following: For the Year ended December 31, 2025 For the Year ended December 31, 2024 Revenue $ 5,423 $ 18,985 Net Income (loss) $ ( 205,950 $ ( 13,440 ) 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 . 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 The following table represents the balances of intangible assets as of December 31, 2025 and 2024; Estimated life December 31, 2025 December 31, 2024 Website Domains Indefinite $ 80,000 $ 297,323 Website Domains 4 years 449,927 497,500 Customer relationships 4 - 6 years 2,005,031 2,081,148 Trademarks and Tradenames 10 years 1,033,734 1,120,000 Non-compete agreements 3 years 239,814 252,500 3,808,506 4,248,471 Accumulated Amortization - Website domains ( 250,321 ) ( 125,946 ) Accumulated Amortization - Customer Relationships ( 1,497,569 ) ( 626,994 ) Accumulated Amortization - Trademarks / Tradenames ( 193,833 ) ( 81,834 ) Accumulated Amortization - Non-Compete ( 182,985 ) ( 90,486 ) Net Intangible $ 1,683,798 $ 3,323,211 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. F-19 Table of Contents The following is an amortization analysis of the annual amortization of intangible assets on a fiscal year basis as of December 31, 2025: For the year ended December 31, schedule of annual expected amortization expense Amount 2026 $ 593,155 2027 263,749 2028 205,461 2029 108,934 Thereafter 432,499 Total remaining intangibles amortization $ 1,603,798 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. 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. NOTE 8 - DIGITAL ASSETS 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. For detailed accounting policies related to digital assets, refer to Note 2. Crypto assets within the scope of ASC 350-60: The following table presents the Company’s significant crypto assets holdings as of December 31, 2025: December 31, 2025 Quantity Free Staked Cost basis Fair value BTC 5.32 - $ 489,400 $ 465,823 ETH 30.17 288.16 978,800 944,992 SOL - 6,786.17 978,800 844,743 Other 46,336 7,913 Total $ 2,493,336 $ 2,263,471 The following table presents a rollforward of the Company’s digital assets for the year ended December 31, 2025: Fair value Fair value as of December 31, 2024 $ 9,465 Additions 1 2,484,371 Receipt and accrual of tokens from native staking activities 2,333 Sale of digital assets for cash ( 3,612 ) Change in fair value of tokens ( 229,086 ) Fair value as of December 31, 2025 $ 2,263,471 The Company’s staked token are held under native staking and are maintained in the original token balances. The staked token are not restricted and can be unstaked by the Company at any time. 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 . F-20 Table of Contents 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. As of December 31, 2025, the fair value of the restricted digital assets was $ 2,255,558 . NOTE 9 – STOCKHOLDERS’ DEFICIT Preferred stock The Company’s authorized preferred stock consists of 5,000,000 shares of preferred stock, with a par value of $ 0.001 per share. On November 20, 2020, the Company designated 1,000,000 shares of Series A preferred stock. The Series A preferred stock has a liquidation preference to all other securities, a liquidation value of $ 25 per share, receives cumulative dividends payable in cash of 12 % per year, payable quarterly. The Series A preferred stock does not have voting rights, except that the Company may not: 1) create any additional class or series of stock, nor any security convertible into stock of the Company; 2) modify the Series A preferred stock designation; 3) initiate and dividend outside of without approval of at least two-thirds of the holders of the Series A preferred stock. The Company has the right, but not obligation to redeem the Series A preferred stock beginning January 1, 2026, at the liquidation value per share plus any unpaid dividends. On February 28, 2025, the Company issued $ 70,000 in Series A preferred stock to the sellers of RevenueZen as further discussed in Note 16. During the year ended December 31, 2025, the Company sold 32,200 shares of Series A preferred stock for $ 805,000 in cash proceeds. 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. As of December 31, 2025 and 2024, the Company has remaining unpaid dividends of $ 121,789 and $ 100,797 , respectively. As of December 31, 2025 and December 31, 2024, there were 169,460 and 134,460 Series A preferred stock outstanding, respectively. Common stock The Company’s authorized common stock consists of 50,000,000 shares of common stock, with a par value of $ 0.001 per share. All shares of common stock have equal voting rights and, when validly issued and outstanding, are entitled to one non-cumulative vote per share in all matters to be voted upon by shareholders. The shares of common stock have no pre-emptive, subscription, conversion or redemption rights and may be issued only as fully paid and non-assessable shares. Holders of the common stock are entitled to equal ratable rights to dividends and distributions with respect to the common stock, as may be declared by the Board of Directors out of funds legally available. The Company has not declared any dividends on common stock to date. 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 . The shares and warrants comprising the units are immediately separable and are to be issued separately. Stock Options On February 28, 2025, the Company issued 79,240 stock options to purchase shares of common stock to the sellers of RevenueZen as further discussed in Note 16. The stock options have an exercise price of $ 1.34 , have a term of 10 years, and are vested immediately. 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. In addition, the Company awarded 200,000 options to our CFO with an exercise price of $1.08 that vested immediately. The fair value of the stock options was estimated using a Black-Scholes option pricing model and the following assumptions: 1) dividend yield of 0%; 2) risk-free rate between 3.98% and 4.08%; 3) volatility between 99.46% and 110.95% based on a group of peer group companies; and an expected term of 2 to 5.25 years . F-21 Table of Contents 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. The fair value of the stock options was estimated using a Black-Scholes option pricing model and the following assumptions: 1) dividend yield of 0 %; 2) risk-free rate of 3.87 %; 3) volatility of 101.41 % based on a group of peer group companies; and an expected term of three years. 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. The fair value of the stock options was estimated using a Black-Scholes option pricing model and the following assumptions: 1) dividend yield of 0 %; 2) risk-free rate of 3.56 %; 3) volatility of 104.66 % based on a group of peer group companies; and an expected term of three years. A summary of stock option information is as follows: Outstanding Awards Weighted Average Grant Date Fair Value Weighted Average Exercise price Outstanding at December 31, 2023 133,189 $ 1.80 $ 2.52 Granted 310,000 0.27 0.58 Exercised ( 20,000 ) ( 0.36 ) ( 0.65 ) Forfeited and cancelled ( 10,939 ) ( 3.69 ) ( 7.23 ) Outstanding at December 31, 2024 412,250 0.65 1.02 Granted 484,740 0.78 1.13 Exercised - - - Expired ( 26,250 ) ( 4.40 ) ( 5.95 ) Forfeited and cancelled ( 8,880 ) ( 0.77 ) ( 1.38 ) Outstanding at December 31, 2025 861,860 $ 0.61 $ 0.93 Exercisable at December 31, 2025 531,860 $ 0.79 $ 1.12 The weighted average remaining contractual life is approximately 6.51 years for stock options outstanding with an intrinsic value of $ 45,954 as of December 31, 2025. The Company recognized stock-based compensation of $ 240,653 and $ 47,868 during the years ended December 31, 2025 and 2024, respectively. 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: Outstanding Awards Weighted Average Grant Date Fair Value Weighted Average Exercise price Outstanding at December 31, 2024 6,199,863 $ 4.21 $ 5.01 Granted 735,819 0.43 2.50 Exercised - - - Forfeited and cancelled - - - Outstanding at December 31, 2025 6,935,682 $ 4.21 $ 2.54 Exercisable at December 31, 2025 6,935,682 $ 4.21 $ 2.54 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 ”). In accordance with Section 3(b) of the Warrant, the Dilutive Issuance affects the rights of holders of a Warrant (Nasdaq: ONFOW) under the Warrant. 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. The Warrants are exercisable immediately and will remain exercisable at any time up to August 30, 2027. 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. F-22 Table of Contents 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. NOTE 10 – RELATED PARTY TRANSACTIONS From time to time, the Company pays expenses directly on behalf of the joint ventures that it manages and receives funds on behalf of the joint ventures. As of 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. Additionally, the Company received its investments in JV I, JV II and JV III from the CEO. 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. The above transactions were not arms-length transactions. NOTE 11 – NOTES PAYABLE Notes payable During the year ended December 31, 2020, the Company acquired domain names from a third party and owed $97,323. The Company has repaid $80,000 of the balance and as of December 31, 2024 and 2025, the remaining balance owed is $17,323. The amount is unsecured with no maturity date and does not accrue interest. On January 4, 2024, the Company entered into a promissory note as part of the acquisition of RevenueZen (the “RevenueZen Note”). The RevenueZen Note has the principal sum of $440,000, matures on December 31, 2025, and interest on the outstanding principal balance of, and all other sums owing under the loan amount, is 11%. Upon the occurrence of an Event of Default (as defined in the RevenueZen Note), the interest rate automatically increases to the rate of 16% per annum. The loan amount is payable as follows: (i) commencing on the date that was thirty (30) days from the date of the 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 . 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. 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. 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 . On April 1, 2024 the Company received proceeds of $ 200,000 under note payable agreements from OA SPV, under note payable agreements from OA SPV, a related party as described under Note 2. The notes are unsecured and mature three years from the date of the advances, which is April 1, 2027. On February 26, 2025 the notes payable was modified to bear a 15 % interest rate, calculated on the outstanding principal amount. Interest shall accrue annually and be payable at the end of each fiscal quarter in accordance with the profitability and cash flow of the Company’s wholly-owned subsidiaries, as agreed upon by both parties. The Company repaid $ 1,000 of the funds advanced during the year ended December 31, 2024 and repaid $ 10,000 during the year ended December 31, 2025. 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. F-23 Table of Contents On June 6, 2024, the Company entered into a promissory note as part of the acquisition of DDS Rank (the “DDS Rank Note”). The DDS Rank Note has the principal sum of $ 200,000 , matures on June 6, 2026, and interest on the outstanding principal balance of, and all other sums owing under the loan amount, is 7 %. The loan amount is payable as follows: (i) commencing on the date that was thirty (30) days from the date of the DDS Rank Note and continuing monthly on such same day thereafter, the Company shall make an interest only payment equal to $ 1,167 per month (ii) the entire loan amount, together with all accrued but unpaid interest thereon, shall be due and payable on June 6, 2026. As of December 31, 2025 the balance due on the DDS Rank Note was $ 200,000 . On October 1, 2024, the Company entered into a promissory Note as part of the acquisition of Eastern Standard (the “Eastern Standard Short-Term Note”). The Eastern Standard Short-Term Note has the principal sum of $ 400,000 , matures on February 1, 2025, and interest on the outstanding principal balance of, and all other sums owing under the loan amount, is 8 %. The loan amount is payable as follows: (i) commencing on the date that was thirty (30) days from the date of the Eastern Standard Short Term Note and continuing monthly on such same day thereafter, the Company shall make an interest only payment equal to $ 2,667 per month (ii) the entire loan amount, together with all accrued but unpaid interest thereon, shall be due and payable on February 1, 2025. On February 1 2025, OA SPV repaid the balance owed on the Eastern Standard Short-Term Note in exchange for an additional equity interest of 16% in Eastern Standard. In addition, on October 1, 2024, the Company entered into a promissory note as part of the acquisition of Eastern Standard (the “Eastern Standard Note”). The Eastern Standard Note has the principal sum of $ 850,000 , matures on October 1, 2026, and interest on the outstanding principal balance of, and all other sums owing under the loan amount, is 8 %. The loan amount is payable as follows: (i) commencing on the date that was thirty (30) days from the date of the Eastern Standard Note and continuing monthly on such same day thereafter, the Company shall make an interest only payment equal to $ 5,667 per month (ii) the entire loan amount, together with all accrued but unpaid interest thereon, shall be due and payable on October 1, 2026. As of 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. 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. The promissory note has a term of 60 months and accrues interest at 19 %. 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. On June 2, 2025, the Company received proceeds of $ 35,965 under a note payable agreement from OA SPV, a related party as described under Note 2. The notes are unsecured and mature three years from the date of the advances, which is June 2, 2028 and bear a 15 % interest rate, calculated on the outstanding principal amount. Interest shall accrue annually and be payable at the end of each fiscal quarter in accordance with the profitability and cash flow of the Company’s wholly-owned subsidiaries, as agreed upon by both parties. As of December 31, 2025 the balance due on the advance was $ 35,965 and is classified under Notes payable – related parties, on the balance sheet. F-24 Table of Contents At various times the Company enters into short-term financing agreements with payment service providers who provide cash proceeds. The Company will repay the principal balance based on a percentage of its daily sales processed through the service provider until the total principal is repaid, 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: Borrowing Entity Origination Date Interest rate Original cash advanced Balance as of December 31, 2025 Balance as of December 31, 2024 Proofread Anywhere August 24, 2024 8.9 % $ 250,000 $ - $ 145,358 Proofread Anywhere May 25, 2025 8.8 % $ 250,000 $ 166,405 $ - Proofread Anywhere August 13, 2025 13 % $ 253,750 $ - $ - Vital Reaction June 30, 2024 8.67 % $ 55,000 $ - $ 2,287 Vital Reaction October 31, 2024 8.67 % $ 83,000 $ 6,569 $ 83,000 Vital Reaction July 25, 2025 8.39 % $ 32,000 $ 34,748 $ - Contentellect November 18, 2024 6.53 % $ 44,700 $ - $ 39,396 Contentellect June 30, 2025 7.20 % $ 77,100 $ 34,598 $ - DDS Rank June 28, 2025 14.40 % $ 15,100 $ 5,709 $ - Onfolio Assets November 5, 2024 11.20 % $ 10,900 $ - 9,111 Onfolio Assets June 28, 2025 8.13 % 16,600 $ 4,846 $ - SEO Butler November 30, 2024 9.91 % $ 21,650 $ - $ 16,159 SEO Butler July 30, 2025 17.5 % $ 36,321 $ 17,460 $ - Total balance as of December 31, 2025 $ 270,335 $ 295,311 Convertible Notes 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). The Securities Purchase Agreement contains representations and warranties of the Company and the Buyers typical for transactions of this type. In addition, the Securities Purchase Agreement contains customary covenants on the Company’s part typical for transactions of this type. Senior Secured Convertible Notes 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 . 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. 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. F-25 Table of Contents 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”). The Senior Secured Notes were issued on November 17, 2025, subject to the satisfaction of customary closing conditions. 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. 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. As of December 31, 2025, the Company was in compliance with all covenants under the agreements. 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. The fair value of the derivative on the date of issuance of $ 4,546,912 was recorded as a debt discount. See further discussion under “Note 12. Derivative Liabilities.” The aggregate debt discount of $ 5,776,912 is being amortized to interest expense over the respective term of the note. As of December 31, 2025, the Company had a remaining unamortized discount of $ 5,723,727 . Registration Rights Agreement 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. The Registration Rights Agreement requires the Company to prepare and file a registration statement with the U.S. 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. 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. For the year ended December 31, 2025, the Company recognized interest expense associated with the Convertible Notes of $ 40,000 . 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: Principal Fiscal year ended: December 31, 2026 $ 1,385,562 December 31, 2027 6,251,622 December 31, 2028 111,578 December 31, 2029 91,298 December 31, 2030 and thereafter 25,643 Total loan repayments 7,865,703 Less interest - Total $ 7,865,703 F-26 Table of Contents NOTE 12 – DERIVATIVE LIABILITIES 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. The fair value of the derivative liabilities was estimated using a Monte-Carlo model with the following assumptions: December 31, 2025 November 17, 2025 Volatility 90 % 90 % Dividend Yield 0 % 0 % Risk-free rate 3.41 % 3.56 % Expected term 1.29 years 1.38 years Stock price $ 0.68 $ 1.02 Conversion price $ 0.984 $ 0.984 Derivative liability fair value $ 3,463,727 $ 4,546,912 Number of shares issued upon conversion, exercise, or satisfaction of required conditions 11,053,795 6,097,561 All fair value measurements related to the derivative liabilities are considered significant unobservable inputs (Level 3) under the fair value hierarchy of ASC 820. The table below presents the change in the fair value of the derivative liability during the nine months ended December 31, 2025: Fair value as of December 31, 2024 $ - Establishment of derivative liability upon issuance of notes 4,546,912 Change in fair value of derivatives ( 1,083,185 ) Fair value as of December 31, 2025 $ 3,463,727 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 Deferred revenue as of December 31, 2025 and 2024 consisted of the following: December 31, 2025 December 31, 2024 Website design and implementation $ 311,351 $ 451,683 Website management 150,642 72,237 Advertising and content services 35,120 65,993 Total deferred revenue $ 497,113 $ 589,913 Changes in the balance of deferred revenue for the periods presented are as follows: Deferred Revenue Balance as of December 31, 2023 $ 149,965 Billings for the period 5,100,017 Revenue recognized ( 4,660,069 ) Balance as of December 31, 2024 589,913 Billings for the period 7,293,284 Revenue recognized ( 7,386,084 ) Balance as of December 31, 2025 497,113 F-27 Table of Contents The transaction price from revenue transactions allocated to unsatisfied performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and non-cancelable contracts that will be invoiced and recognized as revenue in future periods (“backlog”). While deferred revenue is recorded on our balance sheet as a liability, backlog is not recorded in revenue, deferred revenue or elsewhere in our consolidated financial statements until we establish a contractual right to invoice, at which point it is recorded as revenue or deferred revenue as appropriate. As of December 31, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 497,113 in deferred revenue and $ 799,544 in backlog. As of December 31, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 589,913 in deferred revenue and $ 1,071,098 in backlog. We expect that the amount of backlog relative to the total value of our contracts will change from year to year due to several factors, including the amount invoiced early in the contract term, the timing and duration of customer agreements, varying invoicing cycles of agreements and changes in customer financial circumstances. Accordingly, we believe that fluctuations in backlog are not always a reliable indicator of future revenues, and we do not utilize backlog internally as a key management metric. NOTE 14 – CONTRACTS IN PROCESS The net unbilled accounts receivables (deferred revenues) position for contracts in process, related to the website design and implementation services, consisted of the following: December 31, December 31, 2025 2024 Costs on uncompleted contracts $ 542,892 $ 624,865 Estimated earnings 737,686 712,658 Total costs and estimated profits on uncompleted contracts 1,280,578 1,337,523 Add: unbilled amounts on completed contracts 2,735 7,000 Less: Progress billings ( 1,535,898 ) ( 1,703,630 ) Unbilled accounts receivables (deferred revenues), net $ ( 252,585 ) $ ( 359,107 ) The net asset (liability) position for contracts in process is included in the accompanying consolidated balance sheets as follows: December 31, 2025 December 31, 2024 Unbilled accounts receivable costs and estimated earnings in excess of billings on uncompleted contracts $ 58,766 $ 92,576 Deferred revenues - Billings in excess of costs and estimated earnings on uncompleted contracts ( 311,351 ) ( 451,683 Unbilled accounts receivables (deferred revenues), net $ ( 252,585 ) $ ( 359,107 NOTE 15 - INCOME TAXES 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: Year Ended Year Ended December 31, 2025 December 31, 2024 Current tax expense Federal $ - $ - State - - Foreign 17,390 - Deferred tax expense (benefit) - - Provision for income taxes, total $ 17,390 $ - F-28 Table of Contents The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows: Year Ended Year Ended December 31, 2025 December 31, 2024 Income tax benefit computed at the statutory rate Federal $ ( 537,129 ) 21 % $ ( 372,528 ) 21 % State ( 199,085 ) 8 % - - Foreign 17,390 ( 1 )% - - Permanent differences Change in fair value of derivative ( 227,469 ) 9 % - Other 50,537 ( 2 )% 227,771 ( 13 )% Temporary differences Amortization and impairment of intangible assets 344,277 ( 13 )% - - Other 24,137 ( 1 )% - - Net operating loss carryforwards Federal 345,647 ( 14 )% 144,757 ( 8 )% State 199,085 ( 8 )% - - Foreign - - - - Penalties and interest - - - - Provision for income taxes, current $ 17,390 ( 1 )% $ - Temporary differences $ - $ - Deferred tax provision (benefit) $ - $ - The Company has the following operating loss carry forwards. As of As of December 31, 2025 December 31, 2024 Net Operating loss carry forwards $ 1,471,817 $ 1,399,231 Valuation allowance ( 1,471,817 ) ( 1,399,231 ) Deferred tax assets $ - $ - As of December 31, 2025, the Company had approximately $ 7,009,000 of estimated U.S. federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers available to offset future taxable income. F-29 Table of Contents NOTE 16 – COMMITMENTS AND CONTINGENCIES In the ordinary course of business, the Company may become a party to lawsuits involving various matters. The impact and outcome of litigation, if any, is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business. The Company believes the ultimate resolution of any such current proceeding will not have a material adverse effect on our continued financial position, results of operations or cash flows. On October 3, 2022, the Company entered into an Asset Purchase Agreement (“Hoang Asset Purchase Agreement”) with Hoang Huu Thinh, an individual (“Hoang”) for the purchase of the BWPS business. Pursuant to the Hoang Asset Purchase Agreement, the Company is to pay Hoang up to $60,000 in cash pursuant to the earn-out provisions of the Hoang Asset Purchase Agreement. The earn-out provisions were defined as follows, upon completion of the Closing and within three (3) years thereafter (“Earn-out Period” ends 10/3/2025), Hoang shall be eligible for two additional cash payments (i) if in any calendar month, the monthly gross revenue generated by the BWPS business is US$47,500 or more, then the buyer shall pay Hoang a one-time payment of US$30,000 (“Earn-out Payment 1”), payable within thirty days of the Earn-out Payment 1 being earned and (ii) if in any calendar month, the monthly gross revenue generated by the BWPS Business is US$52,000 or more, then the buyer shall pay Hoang a one-time payment of US$30,000 (“Earn-out Payment 2”), payable within thirty days of the Earn-out Payment 2 being earned . As of 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. The earn-out formula specifies for a period of one year, if the SDE of the RevenueZen business exceeds $ 227,000 , the sellers of RevenueZen Delaware would be entitled to receive an amount equal to three times the amount above $ 227,000 of SDE. Generally, SDE in this case is defined as gross revenue, less returns, discounts, and refunds and reduced by the cost of contractor payments, freelance copywriters, and payroll and benefits, consistent with the pre-acquisition business operation practices of the RevenueZen business, and for the sake of clarity exclude any payments, reimbursements, administrative charges, overhead charges, or other payments of any kind to the Company. The earn-out amount will include 20 % of any revenues of the Company that are from any customers of RevenueZen Delaware. The Company has the option to pay any earn-out amount in cash or in shares of preferred stock of the Company. At the time of the closing of the acquisition, the Company had estimated the fair value of the earn-out to be $ 986,000 . As of December 31, 2024, pursuant to the terms and calculations of the earn-out provision, management determined the final earn-out owed pursuant to the agreement is $ 680,662 resulting in a change in the fair value of the contingent consideration of $ 305,338 . On February 28, 2025, the Company and the RevenueZen sellers agreed to the final earn-out amount to be $ 682,000 and modified the payment terms to be paid with a cash payment of $72,000, $100,000 to be paid through profit sharing by using 30% of net operating income of RevenueZen, $100,000 in value for 79,240 stock options to purchase shares of common stock, $70,000 in Series A preferred stock, and $340,000 in a promissory note . The promissory note has a term of 60 months and accrues interest at 19 %. The stock options have an exercise price of $ 1.34 , have a term of 10 years, and vested immediately. During the year ended December 31, 2025, the Company has repaid $ 28,918 pursuant to the profit share agreement. As of December 31, 2025 the Company estimated the remaining obligations owed under the revenue share obligation to be $ 71,082 . 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. 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 . Right to Receive Common Stock 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. The Rights shall be exercisable between November 17, 2025, and May 17, 2033. “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. As of December 31, 2025, the Company has accrued $ 5,739 for the Right Amount. F-30 Table of Contents NOTE 17 – SUBSEQUENT EVENTS 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 . The Notice has no immediate effect on the listing or trading of the Company’s common stock on the NASDAQ Capital Market. 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. In the event the Company does not regain compliance, the Company may be eligible for additional time. 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. If the Company meets these requirements, NASDAQ will inform the Company that it has been granted an additional 180 calendar days. 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. 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. As of March 31, 2026, the Holder has not exercised any default remedies under the agreement. 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 . The Company has received $ 110,000 through the date of filing with the remaining amount to be paid in June 2026. F-31 Table of Contents SIGNATURES 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. ONFOLIO HOLDINGS INC. Registrant By: /s/ Dominic Wells Dominic Wells, Chief Executive Officer (Principal Executive Officer) Date: 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. Signature Title Date /s/ Dominic Wells Chief Executive Officer, Principal Executive Officer, Chair of the Board of Directors March 31, 2026 Dominic Wells /s/ Adam Trainor Interim Chief Financial Officer, Chief Operations Officer, Principal Financial and Accounting Officer March 31, 2026 Adam Trainor /s/ Andrew Lawrence Director March 31, 2026 Andrew Lawrence /s/ David McKeegan Director March 31, 2026 David McKeegan /s/ Robert J. Lipstein Director March 31, 2026 Robert J. Lipstein /s/ Mark N. Schwartz Director March 31, 2026 Mark N. Schwartz 79