v3.26.1
BUSINESS ACQUISITIONS
 12 Months Ended
Dec. 31, 2025
BUSINESS ACQUISITIONS  
BUSINESS ACQUISITIONS

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.

 

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

 

 

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