EXHIBIT 99.1

SEO BUTLER LIMITED

(FORMERLY i2W Ltd.)

NOTES TO CARVE OUT FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Nature of Operations

SEO BUTLER LIMITED (which may be referred to as the “Company”, “we,” “us,” or “our”) is a Limited Liability Company organized under the laws of England and Whales as of November 19, 2014 as i2W LTD. On March 1, 2021, the Company changed its name to SEO Butler LTD. Prior to December 2, 2021, the company was operated a sole proprietorship. The Company provides online resources for writing online content that best utilizes Search Engine Optimization (“SEO”) through its website www.seobutler.com.

Basis of Presentation

The SEO Butler Business (the “SEO Business”) has not historically constituted a separate legal group and stand-alone financial statements have not previously been prepared for the Business. The SEO Business represents the online writing resources business of the Company. The carve-out financial statements reflect allocations of direct and indirect expenses related to certain support functions that are provided on a centralized basis by the Company. These expenses have been allocated to the SEO Business on the basis of direct usage when identifiable, with others allocated based on relevant data criteria, such as the SEO Business percentage share of revenue, cost of sales or gross margin percentage of the Company.

The accompanying carve-out financial statements present the historical financial position, results of operations and changes in comprehensive income, changes in net parent investment and cash flows of the Business as it was historically managed and are presented in accordance with accounting principles generally accepted in the United States. In the opinion of management, all adjustments considered necessary for the fair presentation of the unaudited financial statements for the years presented have been included.

These financial statements have been prepared on a stand-alone basis derived from the financial statements and related accounting records of the Company. The financial information in these financial statements does not include all the expenses that would have been incurred had the SEO Business operated as a separate stand-alone entity and accordingly, may not reflect results of operations, financial position and cash flows had the SEO business been a stand-alone company during the fiscal six months ended May 31, 2022 and 2021. It is not practicable to estimate the differences between the costs allocated by the Company and those that would have been incurred had the SEO Business been a stand-alone company during the periods presented.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America ("US GAAP"). In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The accompanying unaudited financial statements do not include all the information and notes required by GAAP for complete financial statements.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results could materially differ from these estimates. It is reasonably possible that changes in estimates will occur in the near term.

Significant estimates inherent in the preparation of the accompanying financial statements include revenue recognition and contingencies.

Risks and Uncertainties

The Company's business and operations are sensitive to general business and economic conditions in the United States and other countries that the Company operates in. A host of factors beyond the Company's control could cause fluctuations in these conditions. Adverse conditions may include recession, downturn or otherwise, local competition or changes in consumer taste. These adverse conditions could affect the Company's financial condition and the results of its operations.

Concentration of Credit Risk

The Company maintains its cash with major financial institutions located in Great Britain, which it believes to be credit worthy. The Financial Services Compensation Scheme insures balances up to £85,000. At times, the Company may maintain balances in excess of the federally insured limits.

Cash and Cash Equivalents

The Company considers short-term, highly liquid investment with original maturities of three months or less at the time of purchase to be cash equivalents. Cash consists of funds held in the Company’s checking account. As of May 31, 2022 the Company had $87,221 of cash on hand.

Property and Equipment

Property and equipment is recorded at cost and depreciated over its useful lives using the straigh0tline depreciation method.

Fair Value Measurements

Generally accepted accounting principles define fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price) and such principles also establish a fair value hierarchy that prioritizes the inputs used to measure fair value using the following definitions (from highest to lowest priority):

The Company has no assets or liabilities valued using level 1, level 2, or level 3 inputs as of May 31, 2022.

Foreign Currency Translation and Transaction Gains (Losses)

The Company maintains its accounting records in pounds U.K. Pound Sterling, which is the Company’s functional currency. Assets and liabilities 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.

Income Taxes

The provision for income taxes is determined using the asset and liability approach considering guidance related to uncertain tax positions. Tax laws require items to be included in tax filings at different times than the items are reflected in the financial statements. A current liability is recognized for the estimated taxes payable for the current year. Deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. Deferred taxes are initially recognized at enacted tax rates and are adjusted for any enacted changes in tax rates and tax laws. Subsequent changes to deferred taxes originally recognized in equity are recognized in income. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.

The income tax effects from an uncertain tax position are recognized when it is more likely than not that the position will be sustained based on its technical merits and consideration of the tax authorities widely understood administrative practices and precedents. Recognized income tax positions are measured at the largest amount that has a greater than 50% likelihood of being realized upon settlement. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to uncertain tax positions in the provision for “provision for income taxes” on the Carve out Statements of Comprehensive Income.

Revenue Recognition;

The Company recognizes revenue in accordance with ASC 606 when it has satisfied the performance obligations under an arrangement with the customer reflecting the terms and conditions under which products or services will be provided, the fee is fixed or determinable, and collection of any related receivable is probable. ASC Topic 606, “Revenue from Contracts with Customers” establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: 1) identify the contract with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to performance obligations in the contract; and 5) recognize revenue as the performance obligation is satisfied.

The Company’s sole performance obligation under its contracts with customers is to provide writing content services to the customers. The revenue under these contracts is recognized over time as services are provided to the customer. There is no significant financing component to the Company’s contracts with customers.

Advertising

The Company expenses advertising costs as they are incurred.

Recent Accounting Pronouncements

The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02). Under ASU No. 2016-2, an entity will be required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU No. 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, ASU No. 2016-02 is effective for annual reporting periods beginning after December 15, 2021, including interim reporting periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company does not expect the adoption of this standard to have a material impact on the Company’s financial statements.

This ASU was amended by ASU 2020-05 and is effective for annual periods beginning after December 15, 2021. On July 30, 2018, the FASB issued ASU 2018-11, Leases (Topic 842) – Targeted Improvements, which provides an optional transition method of applying the new leases standard at the adoption date by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Additionally, only incremental direct leasing costs may be capitalized under the new guidance. Any indirect incremental leasing costs must be expensed as incurred. The Company does not expect the adoption of ASU 2016-02 and related amendments to have a material impact on its financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses. The main objective of this guidance is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity. To achieve this, the amendments in this guidance replace the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Specifically, the amendments in this guidance require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. This guidance is effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact on its financial statements and related disclosures.

NOTE 3 – COMMITMENTS AND CONTINGENCIES

The Company, from time to time, may be involved with lawsuits arising in the ordinary course of business. In the opinion of the Company's management, any liability resulting from such litigation would not be material in relation to the Company's consolidated financial position, results of operations and cash flows. There is no pending or threatened litigation.

NOTE 4 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through December 29, 2022, the date the financial statements were available to be issued. Based on this evaluation, no additional material events were identified which require adjustment or disclosure in the financial statements except as disclosed below.

On October 6, 2022, the Company entered into a Share Purchase Agreement (“Share Purchase Agreement”) with Onfolio Holdings, Inc., a company incorporated and registered in the state of Delaware (“Buyer”), and Jonathan Kiekbusch, Ezekiel Daldy, and Lyndsay Kiekbusch, shareholders of the Company (collectively, the “Guarantors” or the “Sellers”), for the purchase of all of the issued share capital of SEO Butler Limited (“Sale Shares”). The Guarantors have agreed to guarantee to the Company the due and punctual performance, observance and discharge by the Seller of all the Guaranteed Obligations (as defined in the Share Purchase Agreement) if and when they become performable or due under the Share Purchase Agreement.

Pursuant to the Share Purchase Agreement, and on the terms and subject to the conditions contained therein, at the closing, the Buyer purchased the Sale Shares from the Sellers, all as more fully described in the Share Purchase Agreement. The aggregate purchase price paid by the Company was $950,000. The transaction closed on October 13, 2022 and will be accounted for as a business combination under ASC 805.

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of SEO Butler Limited

Opinion on the Financial Statements

We have audited the accompanying balance sheets of SEO Butler Limited as of November 30, 2021 and 2020, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. 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 audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/S/ BF Borgers CPA PC

BF Borgers CPA PC (PCAOB ID 5041)

We have served as the Company’s auditor since 2022

Lakewood, CO

December 29, 2022

SEO BUTLER LIMITED

(FORMERLY i2W Ltd.)

NOTES TO CARVE OUT FINANCIAL STATEMENTS

AS OF NOVEMBER 30, 2021 and 2020

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Nature of Operations

SEO BUTLER LIMITED (which may be referred to as the “Company”, “we,” “us,” or “our”) is a Limited Liability Company organized under the laws of England and Whales as of November 19, 2014 as i2W LTD. On March 1, 2021, the Company changed its name to SEO Butler LTD. Prior to December 2, 2021, the company was operated a sole proprietorship. The Company provides online resources for writing online content that best utilizes Search Engine Optimization (“SEO”) through its website www.seobutler.com.

Basis of Presentation

The SEO Butler Business (the “SEO Business”) has not historically constituted a separate legal group and stand-alone financial statements have not previously been prepared for the Business. The SEO Business represents the online writing resources business of the Company. The carve-out financial statements reflect allocations of direct and indirect expenses related to certain support functions that are provided on a centralized basis by the Company. These expenses have been allocated to the SEO Business on the basis of direct usage when identifiable, with others allocated based on relevant data criteria, such as the SEO Business percentage share of revenue, cost of sales or gross margin percentage of the Company.

The accompanying carve-out financial statements present the historical financial position, results of operations and changes in comprehensive income, changes in net parent investment and cash flows of the Business as it was historically managed and are presented in accordance with accounting principles generally accepted in the United States. In the opinion of management, all adjustments considered necessary for the fair presentation of the unaudited financial statements for the years presented have been included.

These financial statements have been prepared on a stand-alone basis derived from the financial statements and related accounting records of the Company. The financial information in these financial statements does not include all the expenses that would have been incurred had the SEO Business operated as a separate stand-alone entity and accordingly, may not reflect results of operations, financial position and cash flows had the SEO business been a stand-alone company during the fiscal years ended November 31, 2021 and 2020. It is not practicable to estimate the differences between the costs allocated by The Company and those that would have been incurred had the SEO Business been a stand-alone company during the periods presented.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America ("US GAAP"). The accompanying unaudited financial statements do not include all the information and notes required by GAAP for complete financial statements.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results could materially differ from these estimates. It is reasonably possible that changes in estimates will occur in the near term.

Significant estimates inherent in the preparation of the accompanying financial statements include revenue recognition and contingencies.

Risks and Uncertainties

The Company's business and operations are sensitive to general business and economic conditions in the United States and other countries that the Company operates in. A host of factors beyond the Company's control could cause fluctuations in these conditions. Adverse conditions may include recession, downturn or otherwise, local competition or changes in consumer taste. These adverse conditions could affect the Company's financial condition and the results of its operations.

Concentration of Credit Risk

The Company maintains its cash with major financial institutions located in Great Britain, which it believes to be credit worthy. The Financial Services Compensation Scheme insures balances up to £85,000. At times, the Company may maintain balances in excess of the federally insured limits.

Cash and Cash Equivalents

The Company considers short-term, highly liquid investment with original maturities of three months or less at the time of purchase to be cash equivalents. Cash consists of funds held in the Company’s checking account. As of November 30, 2021 and 2020 the Company had $68,319 and $95,856 of cash on hand, respectively.

Property and Equipment

Property and equipment is recorded at cost and depreciated over its useful lives using the straigh0tline depreciation method.

Fair Value Measurements

Generally accepted accounting principles define fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price) and such principles also establish a fair value hierarchy that prioritizes the inputs used to measure fair value using the following definitions (from highest to lowest priority):

The Company has no assets or liabilities valued using level 1, level 2, or level 3 inputs as of November 30, 2021 or 2020.

Foreign Currency Translation and Transaction Gains (Losses)

The Company maintains its accounting records in pounds U.K. Pound Sterling, which is the Company’s functional currency. Assets and liabilities 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.

Income Taxes

The provision for income taxes is determined using the asset and liability approach considering guidance related to uncertain tax positions. Tax laws require items to be included in tax filings at different times than the items are reflected in the financial statements. A current liability is recognized for the estimated taxes payable for the current year. Deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. Deferred taxes are initially recognized at enacted tax rates and are adjusted for any enacted changes in tax rates and tax laws. Subsequent changes to deferred taxes originally recognized in equity are recognized in income. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.

The income tax effects from an uncertain tax position are recognized when it is more likely than not that the position will be sustained based on its technical merits and consideration of the tax authorities widely understood administrative practices and precedents. Recognized income tax positions are measured at the largest amount that has a greater than 50% likelihood of being realized upon settlement. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to uncertain tax positions in the provision for “provision for income taxes” on the Carve out Statements of Comprehensive Income.

Revenue Recognition;

The Company recognizes revenue in accordance with ASC 606 when it has satisfied the performance obligations under an arrangement with the customer reflecting the terms and conditions under which products or services will be provided, the fee is fixed or determinable, and collection of any related receivable is probable. ASC Topic 606, “Revenue from Contracts with Customers” establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: 1) identify the contract with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to performance obligations in the contract; and 5) recognize revenue as the performance obligation is satisfied.

The Company’s sole performance obligation under its contracts with customers is to provide writing content services to the customers. The revenue under these contracts is recognized over time as services are provided to the customer. There is no significant financing component to the Company’s contracts with customers.

Advertising

The Company expenses advertising costs as they are incurred.

Recent Accounting Pronouncements

The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02). Under ASU No. 2016-2, an entity will be required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU No. 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, ASU No. 2016-02 is effective for annual reporting periods beginning after December 15, 2021, including interim reporting periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company does not expect the adoption of this standard to have a material impact on the Company’s financial statements.

This ASU was amended by ASU 2020-05 and is effective for annual periods beginning after December 15, 2021. On July 30, 2018, the FASB issued ASU 2018-11, Leases (Topic 842) – Targeted Improvements, which provides an optional transition method of applying the new leases standard at the adoption date by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Additionally, only incremental direct leasing costs may be capitalized under the new guidance. Any indirect incremental leasing costs must be expensed as incurred. The Company does not expect the adoption of ASU 2016-02 and related amendments to have a material impact on its financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses. The main objective of this guidance is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity. To achieve this, the amendments in this guidance replace the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Specifically, the amendments in this guidance require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. This guidance is effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact on its financial statements and related disclosures.

NOTE 3 – COMMITMENTS AND CONTINGENCIES

The Company, from time to time, may be involved with lawsuits arising in the ordinary course of business. In the opinion of the Company's management, any liability resulting from such litigation would not be material in relation to the Company's consolidated financial position, results of operations and cash flows. There is no pending or threatened litigation.

NOTE 4 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through December 29, 2022, the date the financial statements were available to be issued. Based on this evaluation, no additional material events were identified which require adjustment or disclosure in the financial statements except as disclosed below.

On October 6, 2022, the Company entered into a Share Purchase Agreement (“Share Purchase Agreement”) with Onfolio Holdings, Inc., a company incorporated and registered in the state of Delaware (“Buyer”), and Jonathan Kiekbusch, Ezekiel Daldy, and Lyndsay Kiekbusch, shareholders of the Company (collectively, the “Guarantors” or the “Sellers”), for the purchase of all of the issued share capital of SEO Butler Limited (“Sale Shares”). The Guarantors have agreed to guarantee to the Company the due and punctual performance, observance and discharge by the Seller of all the Guaranteed Obligations (as defined in the Share Purchase Agreement) if and when they become performable or due under the Share Purchase Agreement.

Pursuant to the Share Purchase Agreement, and on the terms and subject to the conditions contained therein, at the closing, the Buyer purchased the Sale Shares from the Sellers, all as more fully described in the Share Purchase Agreement. The aggregate purchase price paid by the Company was $950,000. The transaction closed on October 13, 2022 and will be accounted for as a business combination under ASC 805.

EXHIBIT 99.2

BCP MEDIA, INC.

Unaudited Balance Sheets

See accompanying notes to unaudited financial statements.

BCP MEDIA, INC.

Unaudited Statements of Operations

For the Six Months Ended June 30, 2022 and 2021

See accompanying notes to unaudited financial statements.

BCP MEDIA, INC.

Unaudited Statements of Stockholders' Deficit

For the Six Months Ended June 30, 2022 and 2021

See accompanying notes to unaudited financial statements.

BCP MEDIA, INC.

Unaudited Statements of Cash Flows

For the Six Months Ended June 30, 2022 and 2021

See accompanying notes to unaudited financial statements.

Notes to Unaudited Financial Statements

Note 1 - Description of business and summary of significant accounting policies:

BCP Media, Inc. (the Company), an e-commerce company incorporated under the laws of the state of Florida in May 2015, is engaged in the business of empowering people to reach their full potential by helping originate business strategies and income streams for individuals who want to develop entrepreneurial plans and work for themselves. Revenues are generated primarily from the Proofread Anywhere© brand, which provides training in proofreading and marketing methods to help customers build remote businesses. The Company is headquartered in Winter Park, Florida and sells to customers throughout the world.

Basis of presentation

The accompanying financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).

Use of estimates in the preparation of financial statements

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements. The reported amounts of revenues and expenses during the reporting period may be affected by the estimates and assumptions we are required to make. Estimates that are critical to the accompanying financial statements relate principally to the estimated period that course content is provided to customers and the valuation of share-based compensation. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary. It is at least reasonably possible that our estimates could change in the near term with respect to these matters.

Fair value hierarchy

The Company utilizes a valuation technique to measure the fair value of assets and liabilities by using a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs. The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accordingly, the fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company's assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability.

The fair value of share-based compensation were determined utilizing Level 3 inputs, which included the use of a discounted cash flow model and a sales approach. There have been no changes in the methodology used at June 30, 2022.

The methodology described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methodology is appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

There were no significant transfers between Level 1 and Level 2 or into or out of Level 3 during the six months ended June 30, 2022 and 2021.

Revenue and cost recognition

The Company accounts for revenues from contracts with customers under FASB Accounting Standards Codificaton 606, Revenue from Contracts with Customers, which provides for the recognition of revenue to depict the transfer of goods and services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods and services. Revenue is comprised of direct sales of various single proofreading courses, a coaching program, subscription-based solutions to proprietary content, and books and other products. Revenue is recognized in an amount that reflects the amount of consideration the Company expects to be entitled in exchange for transferring goods and services to the customer.

The majority of the Company's revenue relates to sales of access to the Company's course content that allows a customer to earn a completion document, although the majority of the customers utilize the courses for educational purposes. These courses are delivered through online portals. The Company identified one performance obligation consisting of customer access to course content. As the customer simultaneously receives and consumes the benefit provided by the Company's courses, the Company determined that over time recognition is appropriate. Accordingly, the Company recognizes revenue over time using historical experience, which approximates the period that the customer accesses course content.

The Company also generates a portion of revenue from its subscription-based solution offerings, which provide the customer online access to the Company's proprietary content. Revenue is recognized ratably over the contract term, which is generally one year.

The Company further generates revenue from the sale of books and other products, which provide the customer with the right to take possession of the products, either in tangible or electronic form. Revenue for the sale of books and other products is recognized when products are shipped or possession and control of products have otherwise been transferred to the customer.

A portion of the Company's revenue is generated from commissions earned through a strategic alliance and affiliate programs. Under the terms of the strategic alliance, the Company earns commissions of 10% of gross sales net of refunds generated by the alliance partner. The Company earns commissions that range from 20% to 50% of each referred sale under various affiliate programs. Revenue from commissions is recognized monthly as it is earned.

Deferred revenue (a contract liability) is recorded when amounts charged to customers are collected in advance of satisfaction of the Company's performance obligations. Contract liabilities totaled approximately $516,000 and $618,000 at June 30, 2022 and December 31, 2021, respectively, and are presented as contract liabilities in the accompanying balance sheets.

During the six months ended June 30, 2022 and 2021, the Company recognized approximately $1,445,000 and $1,835,000 in revenue over time as services are delivered and the remaining $206,000 and $248,000 at a point in time, respectively.

Accounts receivable

Consideration in exchange for transferring goods and services to customers are collected at the time the goods and services are transferred, which results in no accounts receivable being recognized. Revenue generated from sales made through partners is stated at the amount management expects to collect, which generally is not significant. The Company has no accounts receivable at June 30, 2022.

Affiliate payouts

The Company incurs costs that are incremental to obtaining a contract, which generally relate to commissions paid to third-party affiliates (affiliate payouts) for the referral of customers who purchase a course. Affiliate payouts with expected amortization periods of more than one year are capitalized and amortized over the expected period of benefit, which the Company determined to be between 15 and 18 months, based on the period of customer access to course content. Capitalized affiliate payouts totaled approximately $93,000 and $89,000 at June 30, 2022 and December 31, 2021, respectively, and are presented as deferred contract costs in the accompanying balance sheets. Affiliate payouts expense totaled approximately $191,000 and $467,000 for the six months ended June 30, 2022 and 2021, respectively, and are included in operating expenses in the accompanying statements of operations. When the expected amortization period is one year or less, the Company charges the affiliate payout to expense as incurred.

Cash and cash equivalents

For purposes of the statements of cash flows, we consider all highly-liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Property and equipment

Property and equipment, which is comprised of computer equipment, is stated at cost. Major additions are capitalized whereas expenditures for maintenance and repairs and minor additions are charged to operations as incurred. Depreciation is provided using the straight- line method over the estimated useful lives of 5 years.

Impairment of long-lived assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured at the amount by which the carrying amount of the assets exceeds the fair value of the assets. There were no impairment charges recognized during the six months ended June 30, 2022.

Advertising

The Company expenses all advertising costs as incurred. Advertising costs were approximately $512,000 and $480,000 for the six months ended June 30, 2022 and 2021, respectively.

Income taxes

The Company has elected to be treated as an S Corporation for income tax purposes, and is therefore not subject to income taxes; rather, the results of the Company's operations flow through to the Company's stockholders for inclusion in their personal income tax returns.

Therefore, the accompanying financial statements do not include any provision and/or liability for income taxes. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authority, based on the technical merits of the position. All federal and state income tax positions taken or anticipated to be taken in the income tax returns are attributable to the owners and not to the entity. As of June 30, 2022, there are no known items which would result in a material accrual related to where the Company has federal or state attributable tax positions.

Note 2 - Line of credit:

The Company had a line of credit with Seacoast National Bank that allowed for maximum borrowing of $250,000. Any advances on the line bore interest at the prime rate plus 1% and were secured by substantially all of the Company's assets and the unconditional personal guaranty of the Company's majority stockholder. No amounts were drawn on the line since its inception on November 9, 2020. The line of credit was closed on May 4, 2022.

Note 3 - PPP loan payable:

On April 29, 2020, the Company received a loan in the amount of $20,832 under the Payroll Protection Program (PPP loan payable). The loan accrued interest at a rate of 1%.

Under the requirements of the Coronavirus Aid, Relief, and Economic Security Act, as amended by the PPP Flexibility Act and Consolidated Appropriations Act, 2021, proceeds may only be used for the Company's eligible payroll costs (with salary capped at $100,000 on an annualized basis for each employee), or other eligible costs related to rent, mortgage interest, utilities, covered operations expenditures, covered property damage, covered supplier costs, and covered worker protection expenditures, in each case paid during the 8-week or 24-week period following disbursement. The PPP loan payable may be fully forgiven if (i) proceeds are used to pay eligible payroll costs or other eligible costs and (ii) full-time employee headcount and salaries are either maintained during the 8-week or 24-week period following disbursement or restored by December 31, 2020. If not maintained or restored, any forgiveness of the PPP loan payable would be reduced in accordance with the regulations that were issued by the Small Business Administration (SBA). All the proceeds of the PPP loan payable were used by the Company to pay eligible payroll costs and the Company maintained its headcount and otherwise complied with the terms of the PPP loan payable.

The Company was legally released from the PPP loan payable by the SBA on June 8, 2021, and recognized $20,832 of forgiveness of debt income which is included in other income in the accompanying 2021 statement of operations.

Note 4 - Transactions with related parties:

Due from related parties consists of $30,000 of advances made to two officers of the Company during the year ended December 31, 2020. The advances are unsecured, non- interest bearing, and due on demand. During the six months ended June 30, 2021, the advances were repaid through the offset against bonuses earned by the officers.

Note 5 - Share-based compensation:

As part of an employment agreement with the Company's Chief Executive Officer (CEO) (the Agreement) discussed in Note 6, and assuming the CEO remains in the employ of the Company, the Agreement entitles the CEO to receive equity in the Company equal to 10% of the outstanding shares. The shares vested 33.333% on July 15, 2021, and will vest 33.333% on July 15, 2022, and 33.334% on July 15, 2023. Irrespective of such vesting schedule, any unvested and/or ungranted shares will vest immediately if the executive dies or is disabled, or if there is change in control of the Company (assuming the CEO is employed by the Company immediately prior to the occurrence of any such events).

Share-based compensation expense related to the Agreement is expensed over the service term and was $54,548 and $54,548 for the six months ended June 30, 2022 and 2021, respectively, which is included in officer and employee compensation in operating expenses in the statements of operations. Total share-based compensation expense related to non- vested awards not yet recognized was approximately $115,000 at June 30, 2022. Based on the nature of the award and the employment status of the recipient, the Company is anticipating no significant forfeitures in future periods.

Note 6 - Commitment:

The Company is obligated to its CEO and its Executive Chairman under separate employment agreements dated July 15, 2020, which have initial terms of three years and automatically renew thereafter for succeeding terms of one year unless otherwise terminated in accordance with the terms of the agreements. In addition to the rights and obligations discussed in Note 5, the employment agreements provide the executives with stated minimum annual salaries totaling $300,000, and the rights to be eligible to receive annual performance-based bonuses up to $247,500. The agreements also provide the officers with certain other employment benefits. In the event the CEO's employment with the Company is terminated without cause or by the CEO with good reason, both of which as defined in the Agreement, the Company will be obligated to pay the CEO one year of his then-current base salary and then-current maximum bonus.

Note 7 - Concentration of credit risk:

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash. The Company maintains all of its cash in deposit accounts with one financial institution and two reputable payment processing platforms. Cash deposit balances with the financial institution frequently exceed federally-insured limits and amounts held by the payment processing platforms are not insured by FDIC. The Company has not experienced any losses in such accounts.

Note 8 - Risks and uncertainties:

In March 2020, the World Health Organization declared the novel coronavirus (COVID-19) outbreak a pandemic and the President of the United States declared it a national emergency. The COVID-19 pandemic remains subject to the development and severity of new variants. The extent of the impact of COVID-19 on operations and financial results will depend on future developments, including the duration and spread of the outbreak within the markets in which the Company operates, government actions and programs, and the related impact on consumer confidence and spending, all of which are highly uncertain.

Note 9 - Settlement:

In July 2021, the Company discovered a security incident. The Company's investigation indicated that the affiliate management software used to track and pay affiliate payouts was infiltrated causing excess payments to be made in 2021 and 2020. The Company resolved the incident in the third quarter of 2021 and received an insurance settlement of $250,000, which is included in other income in the accompanying 2021 statement of operations. In addition, the Company recovered approximately $188,000 in excess affiliate payments in 2021, which are included in affiliate payouts in the accompanying 2021 statement of operations. The Company has since changed affiliate management software providers to prevent future similar occurrences.

Note 10 – Subsequent events:

The Company has evaluated subsequent events through December 29, 2022, which is the date these financial statements were available to be issued. All subsequent events, if any, requiring recognition as of June 30, 2022, have been incorporated into these financial statements.

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

Pursuant to the Onfolio Asset Purchase Agreement, the Company sold to onfolio, substantially all the Proofreading Business (defined below) assets of the Company and assigned the acquired assets to Onfolio, which, pursuant to the Onfolio Asset Purchase Agreement and certain ancillary agreements, will operate the business of online proofreading training (the “Proofreading Business”) via the following websites: ProofreadAnywhere.com, WorkAtHomeSchool.com, and WorkYourWay2020.com.

Pursuant to the Onfolio Asset Purchase Agreement, and subject to the terms and conditions contained therein, the Company sold to Onfolio the purchased assets, all as more fully described in the Onfolio Asset Purchase Agreement. The purchase price was paid as follows: $4,499,000, plus a warrant to purchase up to 20,000 shares of the Company’s common stock at the price of $4.75 per share (the “Warrant”), with $2,100,000 paid in cash at the closing and $2,399,000 paid via a promissory note (the “Onfolio Note”).

The Onfolio Note was made by the Company from Onfolio. The Onfolio Note has the principal sum of $2,399,000 (the “Loan Amount”) and it matures on the one year anniversary from the date of the Onfolio Note (the “Maturity Date”). Interest on the outstanding principal balance of, and all other sums owing under the Loan Amount, is three percent (3%) (the “Interest Rate”), compounded annually. Upon the occurrence of an Event of Default (as defined in the Onfolio Note), the Interest Rate automatically increases to the rate of eight percent (8%) per annum, compounded annually. The Loan Amount is payable as follows: (i) commencing on the date that is thirty (30) days from the date of the Onfolio Note, and continuing monthly on such same day thereafter, the Company shall receive interest only payment from Onfolio equal to $5,997.50 per month; and (ii) the entire Loan Amount, together with all accrued but unpaid interest thereon, shall be due and payable on the Maturity Date.

The transaction closed on October 14, 2022 and will be accounted for as a business combination under ASC 805.

INDEPENDENT AUDITOR'S REPORT

To the Stockholders

BCP Media, Inc.

Winter Park, FL

Opinion

We have audited the financial statements of BCP Media, Inc. (an S Corporation) (the Company), which comprise the balance sheets as of December 31, 2021 and 2020, and the related statements of operations, stockholders' deficit, and cash flows for the years then ended, and the related notes to the financial statements.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of BCP Media, Inc. as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statement that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are available to be issued.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

June 7, 2022

BCP MEDIA, INC.

Balance Sheets