Kairotech Holdings, Inc.
1. The Structure
Kairotech Holdings, Inc. is a Delaware C-Corp incorporated June 10, 2026. It is the parent company of three operating entities, each with a distinct market focus and its own P&L.
- All employees remain in UNCS. DIVA and Pixel lease employees via service agreements.
- Shared services (Finance, HR, Compliance, Logistics) stay in UNCS — where they have been for 24 years. Don't move what works.
- UNCS is customer #1 for both DIVA and Pixel. Each entity has its own P&L and treats the others as customers.
As each entity matures, dedicated CEO and leadership positions will be formalized. For now, existing UNCS leadership covers all three entities.
2. Leadership & Responsibilities
| Name | Current Title | Entity Focus | Primary Responsibility |
|---|---|---|---|
| Brett Rose | Chairman & CEO, Kairotech Holdings | All entities (CEO of each until seats filled) | Strategic oversight, capital strategy, key partnerships, final authority across all entities |
| Jeremiah Gutierrez | President, UNCS | UNCS + Pixel | Purchasing team leadership, Pixel development, operational strategy |
| Adele Harrington | CDO, UNCS | UNCS | Sales team growth — every AM to $1M AGP, team coaching, revenue strategy |
| Chris Caputo | CTO, UNCS | DIVA | Platform development, user feedback integration, champion program |
| Emma Avchen | Marketing & PM, UNCS | DIVA + UNCS | Project management liaison, marketing, cross-team coordination |
| Paul Del Otero | VP Operations, UNCS | UNCS | Logistics, compliance, office operations, deal process flow |
| Danny Hidalgo | Controller, UNCS | All entities | Financial management, QuickBooks, inter-entity accounting |
| Juan Diego Hernandez | Product/Platform Manager, UNCS | DIVA + Pixel | DIVA platform improvements, Pixel infrastructure |
Brett Rose serves as Chairman and CEO of Kairotech Holdings, and as CEO of all subsidiary entities (UNCS, DIVA, Pixel) until dedicated CEO seats are filled with Brett's selected candidates. This means Brett has final authority across all entities while the operational leaders below run the day-to-day.
The leadership team meets regularly to strategize under Brett's direction. Adele, Chris, and Jerry each lead their domains — but decisions that cross entity lines, involve capital, or affect company direction go through the Chairman. This is not a committee. It's a clear chain of command with Brett at the top.
Why Adele Leads UNCS Sales
Adele built the revenue infrastructure that took UNCS from a $1.4M loss to a $972K profit in one year. She knows every account manager's strengths, every customer relationship, and every deal that's stuck in the pipeline. She's the person who can sit with an AM and say "here's why this deal isn't closing and here's what to do about it." Nobody else in the company has that combination of operational knowledge and coaching instinct.
Her mandate — growing every AM toward $1M AGP — isn't a new idea. It's the formalization of what she's already been doing informally. The difference now is that it's her sole focus. No distractions. Just revenue growth, one AM at a time.
Why Chris Leads DIVA
Chris built DIVA from scratch — 4.6 million offers ingested, 1.26 million scored opportunities, a buyer portal that processes more product intelligence in a day than the team used to see in a month. The platform is his. He understands the data architecture, the scoring models, and the infrastructure at a level no one else can.
The next phase isn't more building — it's listening. Chris's mandate starts with 15 days of sitting with every AM and buyer to understand how they actually use the tools, what's working, what's not, and what they need that doesn't exist yet. The champion program puts a power user in each department so feedback flows continuously, not just when something breaks. Build what users need, not what we think they need.
Why Jerry Leads Purchasing & Pixel
Jerry sits at the intersection of the data. By leading the purchasing team, he sees every vendor offer flowing through UNCS — what's coming in, what's getting cleared, what's getting rejected, and why. That raw deal flow is exactly what feeds DIVA's scoring improvements AND Pixel's cold lead activation. Instead of two people coordinating across a wall, one person sees the full picture: sourcing → clearing → selling → reactivating.
Pixel is a natural extension of this visibility. The 29,615 cold leads sitting in the CRM need someone who understands the product, the customer, and the voice of each AM. Jerry has already built Phase 1. The next step is connecting the first AM and proving the "sounds like me" gate.
"Let's pull on this. Maybe a really big buy by lots?"
Each entity will have a dedicated CEO seat filled by Brett's selected candidates as the businesses mature. Until then, Brett serves as CEO across all entities with Adele, Chris, and Jerry operating under his authority.
Revenue Team — Account Manager Performance
Last 18 months, from CRM (deals_full). The revenue team is the engine of UNCS. Understanding where each AM stands — and what it takes to grow them — is the foundation of our sales strategy.
| Account Manager | Customers | Deals | Deals/Cust | Revenue | Rev/Cust | Target Gap |
|---|---|---|---|---|---|---|
| Matt Levine | 14 | 343 | 24.5 | $13,142,865 | $938,776 | Benchmark |
| Zac Hartstone | 13 | 221 | 17.0 | $9,766,620 | $751,278 | Above $1M |
| Colby Abrahamoff | 35 | 160 | 4.6 | $4,430,573 | $126,588 | Depth needed |
| Harry Ruben | 11 | 64 | 5.8 | $4,257,681 | $387,062 | Above $1M |
| Joey Venditti | 14 | 154 | 11.0 | $3,731,807 | $266,558 | Growth path |
| Evan Leff | 2 | 20 | 10.0 | $222,030 | $111,015 | Growth path |
| Xavier Guzman | 3 | 9 | 3.0 | $251,259 | $83,753 | Growth path |
| Murry Kantor | 4 | 7 | 1.8 | $285,578 | $71,395 | Investigation |
The CDO's primary focus is growing every account manager toward $1M in Adjusted Gross Profit. This isn't overnight — it's incremental. Baby steps. The tools (DIVA scoring, Pixel outreach, AM scorecards) exist to support this growth. The mandate is execution.
Revenue Team — Buyer Performance
Last 18 months, from CRM (deals_full). Buyers source the inventory that AMs sell. Their vendor networks and deal flow are the supply side of the revenue equation.
| Buyer | Vendors | Customers | Deals | Revenue |
|---|---|---|---|---|
| Gene Wisniewski | 89 | 50 | 192 | $7,330,506 |
| Harry Ruben (buyer) | 24 | 25 | 70 | $5,438,561 |
| Teresa Savage | 65 | 46 | 153 | $4,787,207 |
| Carlos Sirgo | 41 | 38 | 133 | $4,566,530 |
| Brandon Tolmach | 59 | 41 | 113 | $4,450,523 |
| Ron Williams | 39 | 48 | 150 | $4,377,655 |
| Ryan Lasner | 45 | 37 | 148 | $4,147,906 |
| Meg Leung | 16 | 11 | 23 | $330,524 |
Capacity Insight
Matt and Zac manage 13–14 customers deeply (17–24 deals each, $750K+ per customer). This is the benchmark. Colby has 35 customers but only $127K each — breadth without depth. The inflection point appears at ~15 deep relationships per AM before quality drops. Growth comes from depth first, then selective expansion.
3. Financial Snapshot
YTD 2026 Revenue (Jan–Jun)
| Month | Revenue | Gross Margin % |
|---|---|---|
| January | $1,296,583 | 33.5% |
| February | $2,095,414 | 30.6% |
| March | $2,400,384 | 19.2% |
| April | $2,014,816 | 27.4% |
| May | $2,369,421 | 24.0% |
| June* | $2,183,678 | 24.8% |
| YTD Total* | $12,360,296 | 25.9% |
*June tentative from CRM (52 deals). FY2025 full year: $25,551,078 at 30.3% GM.
Revenue pace is consistent at ~$2M/month. The challenge is margin compression — from 30.3% in FY2025 to 25.9% YTD. Restoring margin is a team effort: better deal selection, pricing discipline, and leveraging DIVA's category intelligence to steer toward higher-margin opportunities.
Customer Concentration Risk
Top 2 customer concentration is a risk that leadership has identified as a priority. Diversification is not optional — it's a survival imperative. The combination of AM growth, Pixel reactivation of dormant accounts, and DIVA-guided deal selection directly addresses this.
4. How the Entities Work Together
Each entity is both a vendor and a customer to the others. UNCS is the anchor customer for both DIVA and Pixel. As each platform matures, external customers may be added.
What Each Entity Provides
| Relationship | What Is Provided | Status |
|---|---|---|
| DIVA → UNCS | Product intelligence, scoring, buyer portal, repricing tool, automated vendor follow-up | Active |
| Pixel → UNCS | AI-assisted outreach drafts, lead enrichment, relationship memory | Pilot |
| UNCS → DIVA | Deal history, CRM access, vendor/customer database | Active |
| UNCS → Pixel | AM email archive, communication patterns, lead profiles | Pending |
UNCS owns all of the data. 24 years of deals, emails, vendor relationships, and customer history. Kairotech Holdings licenses this data from UNCS and sub-licenses it to DIVA and Pixel. This means UNCS is compensated for the data it has built over two decades.
Formal service agreements and pricing will be developed as the structure formalizes.
5. Category Intelligence — What We Sell vs. What We're Offered vs. What History Says We Should Buy
This section connects three data streams that have never been compared side-by-side: what UNCS is actually selling (CRM deals), what vendors are offering through DIVA's pipeline, and what historical seasonality patterns predict we should be buying right now. The alignment — or misalignment — between these three tells us whether we're fishing in the right waters.
5A. What We're Selling Now vs. This Time Last Year
Top 10 categories by 2026 YTD revenue (Jan–Jul), compared to the same period in 2025.
| Category | 2026 YTD | 2025 Same Period | YoY Change | 2026 GP | GP % | Signal |
|---|---|---|---|---|---|---|
| Health & Beauty | $3.84M | $3.71M | +3.5% | $1.06M | 27.7% | Stable leader |
| Housewares | $2.37M | $4.09M | -42% | $537K | 22.6% | Sharp decline |
| Hardware | $1.88M | $1.07M | +76% | $499K | 26.5% | Breakout growth |
| Food / Beverage | $1.62M | $2.55M | -37% | $600K | 37.1% | Revenue down, margin up |
| Lawn & Garden | $1.33M | $1.01M | +32% | $431K | 32.4% | Peak season now |
| Electronics | $1.32M | $836K | +57% | $437K | 33.1% | Strong rebound |
| Apparel | $1.14M | $2.03M | -44% | $208K | 18.2% | Volume + margin down |
| Toys & Games | $842K | $1.18M | -29% | $218K | 25.9% | Pre-holiday ramp ahead |
| Pet Supplies | $498K | $145K | +243% | $166K | 33.4% | Explosive growth |
| Cleaning Products | $373K | $309K | +21% | $138K | 37.1% | Quiet growth, best margin |
| Total (Top 10) | $15.2M | $15.9M | -4.4% | $4.29M | 28.2% |
Source: sugardev.deals_deals + deals_deal_items + items_items (category field). Jan 1–Jul 8 for both years. Revenue = units_ordered × unit_cost_sold. GP = units_ordered × (unit_cost_sold − unit_cost_purchase).
Revenue in the top 10 categories is down 4.4% YoY, but the mix is shifting toward higher-margin categories. GP% improved from ~25% to 28.2%. Housewares (-42%) and Apparel (-44%) are the biggest drags. Hardware (+76%), Electronics (+57%), and Pet Supplies (+243%) are the growth engines. Food revenue is down 37% but GP% jumped from 35.6% to 37.1% — fewer but better deals.
5B. What DIVA Is Processing vs. What We're Actually Buying
DIVA scored over 780,000 opportunities in the last 90 days across all categories. The top 10 categories below represent the categorized subset. The question: is the pipeline feeding us the right product for what sells?
| Category | DIVA Opps (90 days) |
Avg DIVA Score |
Vendor Offers (90-day $) |
2026 YTD Sales |
Conversion Signal |
Alignment |
|---|---|---|---|---|---|---|
| Health & Beauty | 5,312 | 38.4 | $60.9M | $3.84M | 6.3% | ALIGNED — #1 offers, #1 sales |
| Hardware | 2,085 | 44.7 | $5.9M | $1.88M | 31.9% | HIGH CONVERT — best close rate |
| Toys & Games | 2,071 | 30.2 | $7.3M | $842K | 11.5% | GAP — lots offered, not closing |
| Housewares | 1,655 | 28.4 | $13.8M | $2.37M | 17.2% | DECLINING — -42% YoY despite offers |
| Food / Beverage | 929 | 37.2 | $14.8M | $1.62M | 10.9% | UNDER-CONVERTING — big pipe, low close |
| Lawn & Garden | 848 | 45.4 | $10.0M | $1.33M | 13.3% | OPPORTUNITY — peak season, high scores |
| Electronics | 816 | 36.8 | $12.1M | $1.32M | 10.9% | GROWING — +57% YoY |
| Cleaning Products | 755 | 45.1 | $3.0M | $373K | 12.4% | QUALITY — high scores, high GP% |
| Pet Supplies | 683 | 69.3 | $2.9M | $498K | 17.2% | BEST SCORE — 69.3 avg, +243% YoY |
| Apparel | 658 | 27.8 | $10.3M | $1.14M | 11.1% | WATCH — low score, -44% YoY |
Source: DIVA (uncs_diva.offer_opportunities + products.sugar_category, last 90 days). Vendor Offers = sugardev.avails_availables (last 90 days, total_units × uncs_cost). Conversion Signal = YTD Sales ÷ 90-day Vendor Offer value (directional, not exact).
- Pet Supplies has the highest DIVA score (69.3) of any category — and is growing 243% YoY. The pipeline is small ($2.9M in offers), which means we need to actively source more Pet inventory. The buyers who find Pet deals are finding great ones.
- Hardware converts at 31.9% — best close rate of any category. When buyers see Hardware deals, they close them. And the DIVA score (44.7) confirms the quality. This is a category to lean into.
- Housewares is fading despite being offered. Vendor offers are flowing ($13.8M in 90 days), but DIVA scores are low (28.4) and sales are down 42% YoY. The offers may not be matching what our customers want. This is either a sourcing quality problem or a customer-mix problem.
5C. Historical Seasonality — Are We Looking for the Right Product Right Now?
Using 6+ years of deal data (2020–2026), we can identify which categories peak in which months. The heat map below shows revenue concentration by month — darker = historically stronger.
| Category | Jan | Feb | Mar | Apr | May | Jun | Jul | Aug | Sep | Oct | Nov | Dec | Jul–Sep Peak? |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Health & Beauty | 11% | 28% | 25% | 6% | 9% | 6% | 4% | 1% | 2% | 1% | 1% | 9% | LOW season |
| Hardware | 5% | 23% | 31% | 4% | 4% | 4% | 5% | 3% | 8% | 7% | 3% | 4% | Sep ramp |
| Housewares | 9% | 7% | 18% | 6% | 8% | 12% | 6% | 10% | 12% | 7% | 7% | 4% | Moderate |
| Food / Beverage | 6% | 7% | 10% | 9% | 9% | 8% | 9% | 6% | 11% | 11% | 5% | 10% | Year-round + Sep peak |
| Lawn & Garden | 7% | 12% | 7% | 19% | 9% | 10% | 13% | 4% | 6% | 6% | 4% | 1% | PEAK NOW (Jul) |
| Electronics | 10% | 10% | 12% | 10% | 3% | 3% | 4% | 8% | 7% | 5% | 3% | 6% | Aug–Sep ramp |
| Toys & Games | 5% | 8% | 10% | 7% | 12% | 10% | 11% | 13% | 10% | 4% | 8% | 7% | Jul–Sep is PEAK |
| Pet Supplies | 11% | 7% | 8% | 6% | 10% | 16% | 8% | 7% | 6% | 3% | 5% | 14% | Strong Jun–Jul + Dec |
| Apparel | 7% | 12% | 6% | 8% | 11% | 13% | 12% | 5% | 8% | 12% | 6% | 7% | Moderate Jul |
| Cleaning Products | 7% | 19% | 24% | 14% | 12% | 3% | 2% | 6% | 5% | 8% | 3% | 2% | LOW season |
Source: sugardev.deals_deals + items_items (2020–2026). Percentages = monthly share of each category's all-time revenue. Gold borders highlight the Jul–Sep window (current quarter). Shading intensity = relative revenue strength.
5D. Alignment Scorecard — Are We Fishing in the Right Waters?
| Category | DIVA Score | YoY Growth | Seasonal Fit (Jul–Sep) |
GP % | Verdict |
|---|---|---|---|---|---|
| Pet Supplies | 69.3 | +243% | Strong | 33.4% | DOUBLE DOWN — every signal is green. Source more. |
| Hardware | 44.7 | +76% | Moderate | 26.5% | DOUBLE DOWN — best close rate, growing fast. |
| Lawn & Garden | 45.4 | +32% | PEAK | 32.4% | ACT NOW — peak season is this month. Window closing. |
| Electronics | 36.8 | +57% | Aug–Sep ramp | 33.1% | LEAN IN — Q3 seasonal ramp starts now. |
| Food / Beverage | 37.2 | -37% | Strong year-round | 37.1% | FIX CONVERSION — best GP% but big pipe isn't closing. |
| Toys & Games | 30.2 | -29% | PEAK | 25.9% | BUY NOW — Jul–Sep is peak. Pre-holiday inventory window. |
| Health & Beauty | 38.4 | +3.5% | LOW season | 27.7% | MAINTAIN — stable. Low season but reliable volume. |
| Cleaning Products | 45.1 | +21% | LOW season | 37.1% | MAINTAIN — off-season but best margins. Opportunity Q1. |
| Housewares | 28.4 | -42% | Moderate | 22.6% | INVESTIGATE — offers flowing but not converting. Why? |
| Apparel | 27.8 | -44% | Moderate Jul | 18.2% | INVESTIGATE — lowest scores, lowest margins, falling. |
The good news: our growth categories (Pet +243%, Hardware +76%, Electronics +57%, L&G +32%) are all categories where DIVA scores are above average, meaning the deals coming through the pipeline are quality opportunities and the team is closing them.
The concern: Housewares and Apparel together accounted for $6.1M in Jan–Jul 2025 and are now at $3.5M — that's $2.6M in lost category revenue. Meanwhile, DIVA is still surfacing these offers (1,655 Housewares opps, 658 Apparel opps) with low scores (28.4 and 27.8). Either the quality of what vendors are offering has declined, or our customer base is shifting away from these categories.
The biggest immediate opportunity: Toys & Games enters its peak season NOW (Jul–Sep = 34% of annual volume). We have 2,071 DIVA opportunities waiting. Last year we did $1.18M in Toys Jan–Jul. Holiday inventory buyers start placing orders in August. The pipeline is full — we need to close.
The hidden gem: Food/Beverage has $14.8M in vendor offers but we're only converting ~10.9%. At 37.1% GP%, this is the highest-margin category with the biggest uncaptured pipeline. If we could move conversion from 10.9% to 15%, that's an incremental $600K in high-margin revenue.
5E. Historical Category Trajectory (Revenue by Year, 2020–2026)
| Category | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 YTD | Trend |
|---|---|---|---|---|---|---|---|---|
| Health & Beauty | $304.8M | $80.3M | $25.4M | $5.4M | $6.2M | $5.4M | $3.8M | Post-COVID normalization. Stable since 2023. |
| Housewares | $1.4M | $3.1M | $3.9M | $6.0M | $5.1M | $5.7M | $2.4M | Grew 4x (2020–2023), now softening. |
| Food / Bev | $558K | $1.2M | $1.4M | $3.1M | $4.1M | $4.5M | $1.6M | 8x growth since 2020. Steady riser. |
| Hardware | $15.6M | $2.2M | $3.1M | $3.3M | $2.6M | $1.4M | $1.9M | 2026 YTD already exceeds full 2025. |
| Toys | $497K | $2.0M | $1.9M | $1.0M | $1.7M | $1.9M | $842K | Cyclical. Peak H2 every year. |
| Electronics | $1.3M | $1.9M | $1.1M | $588K | $582K | $1.1M | $1.3M | 2026 already at 2021 level. Rebounding. |
| L&G | $823K | $2.5M | $1.6M | $1.2M | $1.8M | $1.6M | $1.3M | Consistent $1.2–1.8M. Seasonal peaks Apr/Jul. |
| Pet | $61K | $172K | $477K | $512K | $129K | $425K | $498K | Already above full-year 2022. 8x from 2020. |
| Apparel | $947K | $2.8M | $2.6M | $1.3M | $2.0M | $3.9M | $1.1M | Volatile. 2025 was a spike; 2026 reverting. |
| Cleaning | $12.5M | $2.0M | $1.4M | $721K | $618K | $528K | $373K | Post-COVID secular decline. Still high GP%. |
Source: sugardev.deals_deals + deals_deal_items + items_items.category. 2020 H&B and Cleaning anomalies reflect COVID-era PPE and sanitizer deals. 2026 is YTD through Jul 8.
- Toys & Games — BUY NOW. Jul–Sep is 34% of annual Toys revenue. 2,071 DIVA opportunities scored. Holiday inventory window. This is the #1 seasonal play for the next 90 days.
- Lawn & Garden — LAST CALL. July is the historical peak month (13% of annual). Window closes in August. High DIVA scores (45.4) confirm quality.
- Pet Supplies — SOURCE MORE. Every metric is green: 69.3 DIVA score, +243% YoY, 33.4% GP%. Only 683 DIVA opps — the constraint is pipeline volume, not close rate. Tell buyers to actively hunt.
- Electronics — Q3 RAMP. Aug–Sep seasonal uptick. Already +57% YoY with 33.1% GP%. Back-to-school and early holiday prep drives this.
- Food — FIX THE LEAK. $14.8M in vendor offers, only 10.9% converting. At 37.1% GP% this is too much margin leaving on the table. Diagnose why offers aren't closing.
6. Dormant & Declining Accounts — $7.1M in Unrealized Revenue
These customers did significant business with UNCS in 2025 but have gone silent or nearly silent in 2026. Combined, they represent $7.1M in revenue that walked away. Some are structural losses (closed chains). Others are recoverable — but only if we understand why they stopped and act now.
6A. The Biggest Losses — Named Account Deep Dive
| Customer | FY2025 | 2026 YTD | Drop | What They Bought | Status |
|---|---|---|---|---|---|
| Tecnolife Inc | $1.37M | $94.5K | -93% | Electronics (Homeland Sales USA). 5 deals, all HW/appliance category. | CRITICAL Jan only. Silent Feb–May. |
| Winners (TJX Canada) | $777K | $323K | -58% | 100% Apparel (Cavalier Closeouts). 6 deals, all clothing/accessories. | DECLINING One Apr shipment. Nothing else. |
| Ollie's Bargain Outlet | $541K | $8.6K | -98% | Housewares (Bestway USA, 89% of rev). 4 deals. | NEAR DORMANT $8.6K in May only. |
| Variety Wholesalers | $483K | $4.3K | -99% | H&B (Conair 30%), Food (Fun Factory), Toys, General. 24 diverse deals. | NEAR DORMANT One $4.3K order in Feb. |
| 99 Cents Only | $418K | $0 | -100% | Internal UNCS deals (margin-only bookings, likely liquidation). | CLOSED Chain filed bankruptcy. 371 stores closed Apr 2024. |
| Colony Brands | $376K | $0 | -100% | Electronics (Foggy Bottom 44%), Sport Goods, General. 16 deals via Joey V. | DORMANT Zero in all 2026 months. |
| Coastal Media | $300K | $0 | -100% | Internal UNCS margin deals. 2 deals, 100% GP (likely broker/arbitrage). | DORMANT |
| H.E. Butt Grocery (HEB) | $287K | $37K | -87% | Electronics (Premier Technology Exchange). Single-vendor dependency. | DECLINING Jan only. Zero Feb–May. |
| GSC Enterprises | $229K | $0 | -100% | 100% Food/Beverage (all via Evolution Group). 15 deals, same vendor. | DORMANT |
| We Flip Commerce | $213K | $0 | -100% | Customer returns (Ross Stores). 2 deals. | DORMANT |
| Five Below | $122K | $0 | -100% | General merch (Accent Trading, Regent Products, Brand Partners). 5 deals. | DORMANT |
| Total Named Losses | $5.1M | $467K | -91% | ||
Source: income_statement_fy_2025_deals (Customer + Vendor) cross-referenced with income_statement_january/february/april/may_2026_deals. 2026 data covers 4 months (Mar/Jun tables not yet loaded). GP and deal counts from P&L deal-level detail.
6B. Additional Dormant Vendors ($50K+ in 2025, Zero 2026)
Beyond the named accounts, 17 more vendors with $50K+ in 2025 deal volume have gone completely silent in 2026:
| Vendor | FY2025 | GP% | # Deals | Last Activity |
|---|---|---|---|---|
| Bestway USA Inc. | $1.03M | 24.9% | 10 | Oct 2025 |
| Ley Lahs USA Corp | $595K | 19.5% | 6 | Sep 2025 |
| Capital Trading Group | $427K | 18.6% | 3 | Sep 2025 |
| Regent Products Corp | $318K | 28.4% | 10 | Dec 2025 |
| Conair LLC (Allegro) | $311K | 43.8% | 8 | Oct 2025 |
| Prestige Retailers | $291K | 35.7% | 7 | Jul 2025 |
| 1440 Foods (Quest/Atkins) | $287K | 21.6% | 4 | Oct 2025 |
| Ember Technologies | $250K | 24.4% | 1 | Jan 2025 |
| Diamond River Inc | $233K | 32.4% | 13 | Jun 2025 |
| Logan Pack LLC | $206K | 20.7% | 3 | May 2025 |
| Fun Factory Candy | $203K | 56.1% | 2 | May 2025 |
| Stealth International | $196K | 18.2% | 3 | Jul 2025 |
| ShopJimmy.com | $187K | 24.4% | 2 | Jan 2025 |
| SB Technology NY | $182K | 25.1% | 2 | May 2025 |
| Plan B Distribution | $182K | 37.1% | 2 | May 2025 |
| Hands Craft US | $176K | 41.9% | 8 | Dec 2025 |
| ICFR, LLC | $169K | 18.8% | 3 | Sep 2025 |
| Subtotal (17 vendors) | $5.22M | 27.0% | 87 |
Source: sugardev.deals_deals + deals_deal_items. Vendor accounts (account_id1_c) with $50K+ in 2025 deal volume that have zero 2026 deals. These are vendors we sourced product from in 2025 but have not transacted with in 2026.
6C. Why They Left — Pattern Analysis
- Single-vendor dependency. Tecnolife (100% Homeland Sales), HEB (100% Premier Technology), GSC Enterprises (100% Evolution Group), Ollie's (89% Bestway). When the vendor relationship dried up, the customer relationship died with it. Fix: diversify what we offer these customers. DIVA should be flagging alternative products in their category.
- Single-category concentration. Winners bought only Apparel (DIVA score: 27.8 — lowest of any major category). Apparel is down 44% YoY across all customers. The category itself is underperforming, and our single-category customers feel it hardest. Fix: cross-sell into adjacent categories before they go silent.
- Structural losses are real. 99 Cents Only is gone forever (bankruptcy). Coastal Media and We Flip Commerce appear to be arbitrage/return-type transactions that aren't repeatable. That's ~$930K we need to replace with real customer growth.
- High-GP accounts went quiet. Conair (43.8% GP), Fun Factory (56.1%), Hands Craft (41.9%), Plan B (37.1%), Prestige Retailers (35.7%) — these weren't just volume; they were profitable volume. Losing $1.16M at 40%+ GP means ~$465K in lost gross profit from just 5 accounts.
6D. The Email Trail — What Actually Happened
Cross-referencing the email archive (emails_365, 1.25M+ emails) with DIVA sendout data reveals the real story. Most of these accounts are not dormant at all — the P&L just hasn't caught up.
| Customer | 2025 Emails |
2026 Emails |
DIVA Bounces |
AM | What the Emails Show | Real Status |
|---|---|---|---|---|---|---|
| Winners | 132 | 565 | 3 | Matt Levine | POs flowing. "Sassy Baby POs from Winners" (Jun 30). Matt emailing Michael Geary at TJX Canada (Jun 29). Cavalier Closeouts vendor has 270 emails — up from 198 in 2025. | ACTIVE 4x email volume. Deals in pipeline. |
| Variety Wholesalers | 273 | 159 | 14 | Zac Hartstone | Purchase Orders arriving yesterday (Jul 8). PO# 01924544, 01924430. Remittance advice flowing. But 14 DIVA sendouts BOUNCED — "Kassidy Dickerson", "Ashton Bailey", "Tarra-Jean Nelan" all bad contacts. | ACTIVE DIVA contacts are stale. |
| Colony Brands | 462 | 85 | 0 | Matt Levine / Joey V | Colony sending QA Product Spec requests weekly (Jun 8, 15, 22, 29, Jul 6). Evaluating VendGroup #10769. Joey V and Charissa in compliance engaged. | IN PIPELINE QA stage. Deal pending. |
| Ollie's | 260 | 117 | 5 | Zac Hartstone | Delivery appointments (May 4–5), PO# 205149338 in logistics. Emma Avchen discussing "Knives — Ollies" (Jun 11). Bestway vendor has 613 emails in 2026 (up from 80). But 5 DIVA sendouts BOUNCED — "Karl Crowhurst", "Buddy Arnold" are bad contacts. | ACTIVE DIVA contacts stale. |
| Tecnolife | 178 | 116 | 0 | Harry Ruben / Teresa | Harry set up "Diva Portals for Sheamara and Tecnolife" (May 19). Harry and Teresa discussing "Tecnolife and Brandsmart" (Jun 24). Homeland Sales vendor still active (69 emails). | WORKING Active AM effort. Low conversion. |
| HEB Grocery | 0 | 0 | 0 | Joey V | AR collections: "H-E-B LP PAST DUE BALANCE" (Jun 25). EDI format changes forwarded to compliance (May 27). No deal-related emails. Danny forwarding collections to Karla. | AR ISSUE Collections blocking deals. |
| Five Below | 366 | 251 | 0 | Meg Leung | Only LinkedIn news and industry forwards. No deal emails, no POs, no outreach. Meg forwarded DayBreaker article about Five Below (Mar 20). Zero deal activity. | TRULY DORMANT No outreach attempted. |
| GSC Enterprises | 0 | 0 | 0 | — | Zero emails in both years. Sole vendor Evolution Group also has zero 2026 emails. Both sides of this relationship appear dead. | DEAD Vendor + customer gone. |
Source: emails_365 (Microsoft 365 archive, 2019–2026). Email counts = emails where account name appears in subject line. DIVA Bounces = emails with subject starting "BOUNCED:" referencing the account. Vendor email counts included where relevant.
The P&L data called these accounts "dormant." The email data tells a completely different story:
- Problem #1: DIVA Contact Data Is Stale. 22 bounced sendouts across Variety (14), Ollie's (5), and Winners (3). DIVA is trying to send offers to these customers and the emails never arrive. Kassidy Dickerson, Ashton Bailey, Karl Crowhurst, Buddy Arnold — these contacts no longer work at these companies or their addresses changed. Fix: clean contact data for top 50 customers. This is a CRM hygiene task, not a sales problem.
- Problem #2: Revenue Booking Lag. Winners has POs flowing and 4x the email volume of 2025. Colony Brands is in QA review. Variety sent purchase orders yesterday. These aren't lost accounts — they're deals that haven't shipped yet or haven't been booked in the P&L. The "Five Accounts Zero Revenue" narrative from the strategic briefing needs revision.
- Problem #3: HEB Is a Collections Issue. Past due balance blocking new business. Danny and Karla are on it. This is finance, not sales. Fix: resolve AR balance to unblock the sales relationship.
Truly dormant accounts (no outreach, no activity): Five Below ($122K), GSC Enterprises ($229K), 99 Cents Only ($418K, closed). Combined: ~$769K. The remaining $6.3M is either active, in pipeline, or blocked by operational issues.
6E. Immediate Actions
- Fix DIVA contacts for Variety, Ollie's, and Winners. 22 bounced sendouts = offers that never arrived. Update CRM contacts with current email addresses. Estimated effort: 2 hours. Estimated impact: reopening $1.8M in customer relationships to DIVA-curated offers.
- Resolve HEB AR balance. Past due balance is blocking $287K in annual potential. Danny/Karla to escalate. If the customer is delinquent, that's a credit decision. If it's a dispute, resolve it.
- Assign Five Below to an AM for active outreach. 251 emails in 2026 but zero deal activity — someone is reading about them but nobody is calling. They bought $122K in 2025 across general merch via 5 different vendors. Pick up the phone.
- Update the "Five Accounts Zero Revenue" narrative. Winners, Variety, Colony, and Ollie's all have 2026 activity. The strategic briefing should reflect current reality: of the original 5 named accounts, only 99 Cents Only (closed) is a true structural loss.
- Build a vendor concentration alert. When any customer gets 80%+ of their volume from a single vendor, flag it in DIVA. Tecnolife (100% Homeland Sales), HEB (100% Premier Technology), GSC (100% Evolution Group) all failed when their sole vendor relationship broke.
7. The Revenue Growth Strategy
UNCS, DIVA, and Pixel are not three separate businesses. They are one revenue machine with three engines. Each makes the others more effective.
UNCS — The Revenue Engine
- $25.5M FY2025 revenue
- $12.4M* YTD 2026
- 8 account managers, 8 buyers
- 107 active customers
- AM scorecards (Red/Yellow/Green)
- Weekly coaching cadence
- Deal prioritization by margin
Near-term: hire SCC + SA to free AM selling time
DIVA — The Intelligence Layer
- 4.6M offers ingested
- 1.26M scored opportunities
- Category intelligence for AMs and buyers
- Buyer portal: product clearing, pricing, vendor matching
- Champion program: power user per department
- User feedback sessions planned
Near-term: user feedback sessions, scoring improvements, automation expansion
Pixel — The Growth Activator
- 29,615 qualified cold leads in CRM (90+ days inactive)
- 4,379 trade show leads — 89% never followed up
- AI-assisted outreach in each AM's own voice
- "Sounds like me" gate before anything sends
- Prove the pilot, then scale
Near-term: connect first AM, generate first draft, validate quality
How They Connect
DIVA tells us WHAT to sell and to WHOM. Pixel reaches out to the leads we haven't touched. UNCS closes the deals. The three work as one system — intelligence → outreach → revenue. Every improvement to DIVA makes the AMs more effective. Every lead Pixel activates is a new deal opportunity. The goal isn't three separate businesses — it's one revenue machine with three engines.
8. Deal Lifecycle — What 24 Years Teaches Us
15,770 deals across the life of the company. The data tells us not just what succeeded, but where revenue is left on the table.
| Status | Count | % of Total | Insight |
|---|---|---|---|
| Completed | 13,124 | 83.2% | Core business performance |
| Cancelled | 2,284 | 14.5% | 1 in 7 deals lost — cancellation reasons logged by compliance + buyer/AM |
| Inventory | 291 | 1.8% | Goods on hand, pending sale |
| Other (Approved/Pending/Returned) | 71 | 0.5% | — |
14.5% cancellation rate means 1 in 7 deals is cancelled. The compliance team and the buyer/AM log cancellation reasons via dropdown and notes in the CRM. Of 2,284 cancelled deals, 1,752 (77%) have a logged reason. Here's what the data shows:
Top Cancellation Reasons (All Time)
| Reason | Count | % | Bar |
|---|---|---|---|
| Sold Out By Vendor | 493 | 28.1% | |
| Product Quality Issue | 128 | 7.3% | |
| Customer Canceled (PO Not Received) | 125 | 7.1% | |
| Could Not Meet Ship Window | 120 | 6.8% | |
| Unresponsive Vendor | 107 | 6.1% | |
| Product Restriction (Sale) | 86 | 4.9% | |
| Sample Rejected By Customer | 75 | 4.3% | |
| Product Quoted Incorrectly (Vendor) | 72 | 4.1% | |
| Unresponsive Customer | 70 | 4.0% | |
| Could Not Meet Customer Requirements | 59 | 3.4% | |
| Finance / Delinquent Account | 54 | 3.1% | |
| All Other Reasons (11 categories) | 365 | 20.8% | |
| Total with reason logged | 1,752 | 77% | |
| No reason logged | 532 | 24% |
"Pull each of these before/after."
Top Cancel Reasons — Recent (2024-2026 Only)
| Reason | Count | % of Recent |
|---|---|---|
| Sold Out By Vendor | 79 | 37.1% |
| Product Quality Issue | 17 | 8.0% |
| Sample Rejected By Customer | 14 | 6.6% |
| Could Not Meet Ship Window | 13 | 6.1% |
| Product Quoted Incorrectly | 10 | 4.7% |
| Finance / Delinquent Account | 10 | 4.7% |
| Unresponsive Contact Vendor | 10 | 4.7% |
| Customer Canceled (PO Not Received) | 9 | 4.2% |
| Could Not Meet Customer Requirements | 6 | 2.8% |
| Product Restriction (Sale) | 6 | 2.8% |
| Incorrect Product | 5 | 2.3% |
| Duplicate Deal | 4 | 1.9% |
Source: sugardev.deals_deals + deals_deals_cstm (cancel_reason_c). 2024-2026 deals with logged cancel reasons. Queried July 13, 2026.
"Sold Out By Vendor" is the #1 reason at 28% — nearly 1 in 3 cancellations happen because the vendor ran out of product. This is a speed problem, not a sales problem. DIVA's automation and Pixel's faster outreach can directly attack this: the faster we move from available to deal, the less product gets sold out from under us. The top 5 reasons account for 55% of all cancellations — fixing just those five patterns could recover significant revenue.
| Account Manager | Deals Lost | Avg Days to Cancel |
|---|---|---|
| Colby Abrahamoff | 21 | 20.6 |
| Matt Levine | 20 | 12.2 |
| Zac Hartstone | 14 | 28.9 |
| Joey Venditti | 12 | 33.8 |
| Harry Ruben | 5 | 25.6 |
| Carlos Sirgo | 2 | 40.5 |
| Murry Kantor | 2 | 34.5 |
| Brandon Tolmach | 1 | 4.0 |
| Evan Leff | 1 | 6.0 |
| Ron Williams | 1 | 0 |
Source: sugardev.deals_deals + deals_deals_cstm. cancel_reason_c = 'Sold Out By Vendor', 2023+ deals. Queried July 13, 2026.
| Year | Vendor Unresponsive | Customer Unresponsive | Total |
|---|---|---|---|
| 2020 | 6 | 2 | 8 |
| 2021 | 4 | 5 | 9 |
| 2022 | 0 | 1 | 1 |
| 2023 | 0 | 0 | 0 |
| 2024 | 3 | 0 | 3 |
| 2025 | 5 | 0 | 5 |
| 2026 (YTD) | 2 | 1 | 3 |
By AM (2023+)
| Type | AM | Count | Avg Days |
|---|---|---|---|
| Vendor | Matt Levine | 7 | 40.9 |
| Vendor | Colby Abrahamoff | 3 | 37.0 |
| Customer | Evan Leff | 1 | 34.0 |
Source: sugardev.deals_deals + deals_deals_cstm. cancel_reason_c LIKE '%nresponsive%', 2020+ deals. Queried July 13, 2026.
Source: sugardev.deals_deals + deals_deals_cstm (cancel_reason_c). 2,284 total cancelled deals, 1,752 with logged reasons (77% tracking rate). Compliance team and buyer/AM enter reason via CRM dropdown. Verified Jul 9 2026.
At our current revenue pace (~$25.5M), each percentage point of the 14.5% cancellation rate represents approximately $255K in annual deal value that is currently walking away. Source: $25.5M × 14.5% = $3.7M in cancelled deal value; $3.7M ÷ 14.5 = ~$255K per point.
9. Shared Services
All shared services stay in UNCS. DIVA and Pixel lease employees via service agreements — UNCS bills each entity for the time its employees dedicate to that entity's work.
Where Functions Sit
| Function | Sits In | Why |
|---|---|---|
| Finance (Danny, Todd, Karla) | UNCS | Been here 24 years. Don't move what works. |
| HR | UNCS | Same |
| Compliance (AJ, Charissa) | UNCS | Tied to deal operations |
| Logistics (Rachel, new SCC) | UNCS | Physical operations |
| Office Operations (Paul) | UNCS | Physical space |
| Executive (Brett) | Kairotech | Oversees all entities |
Employee Leasing Concept
Employees whose work spans multiple entities have their time allocated proportionally. UNCS bills DIVA and Pixel for the percentage of each employee's time dedicated to that entity. This keeps payroll centralized while giving each entity a clear cost structure.
| Employee | UNCS % | DIVA % | Pixel % |
|---|---|---|---|
| Chris Caputo | 20% | 80% | 0% |
| Juan Diego Hernandez | 30% | 50% | 20% |
| Emma Avchen | 40% | 40% | 20% |
| Future UI/UX Engineer | 0% | 50% | 50% |
| Future Developer | 20% | 80% | 0% |
Allocations are initial estimates and will be adjusted quarterly based on actual time spent. Billing rates will be formalized with the Controller.
10. What Comes Next — 30-Day Sprint
The executive team has aligned on a 30-day sprint to activate the new structure. Move fast, learn fast, adjust weekly. Each action below is tied to a revenue outcome.
Week 1 — Foundation
- Purchasing team structure review and vendor relationship assignments
Revenue impact: ensures no vendor relationships fall through gaps during transition - Supply Chain Coordinator hire decision
Revenue impact: frees AM time from logistics coordination back to selling - Sales Assistant hire decision
Revenue impact: frees AM time from admin tasks; every recovered hour is a potential customer touchpoint - CTO begins user feedback sessions with every buyer and AM (listen-and-learn)
Revenue impact: identifies DIVA features that would directly improve deal selection and speed - Pixel development: connect first AM for pilot
Revenue impact: first test of AI-assisted outreach on the 29,615 dormant leads - Get actual principal balance from Controller for debt analysis
Revenue impact: confirms exact interest rate and unlocks refinancing scenarios - Pixel Path A: connect first AM's Gmail, pull 6 months sent history
Revenue impact: raw material for voice model — can't generate drafts without real email patterns
Week 2 — Activation
- Vendor accounts assigned to named buyers
Revenue impact: clear ownership prevents vendor churn and missed opportunities - DIVA champion program: identify power users per department
Revenue impact: champions drive team adoption, which drives better deal intelligence - AM account scorecards deployed (Red / Yellow / Green)
Revenue impact: makes growth trajectory visible — AMs and CDO see exactly where each account stands - CDO begins weekly AM growth coaching
Revenue impact: direct path from coaching to the $1M AGP mandate
Week 3 — Intelligence
- DIVA automation capabilities expanded for vendor coverage
Revenue impact: more vendors reached = more deal flow into the pipeline - Generate first voice card from AM email history
Revenue impact: proves the voice model can capture an AM's tone from real sent emails - Pixel generates first AI-assisted draft for AM review
Revenue impact: first real test of the "sounds like me" gate — quality determines if this scales - First end-to-end Pixel draft — AM reviews, "sounds like me" test
Revenue impact: the quality gate that determines whether Pixel scales or iterates - Cold lead pilot: initial outreach batch selected
Revenue impact: direct activation of the 4,379 trade show leads (89% never followed up)
Week 4 — Review & Adjust
- 30-day progress review with leadership team
Revenue impact: course correction based on real data, not assumptions - Adjust course based on early results
- Plan Month 2 priorities
Start simple. Add complexity only when the revenue justifies it.
This isn't a 24-month plan. This is the first 30 days. The longer-term model follows from what we prove here.
11. Capital Structure L3+
Kairotech Holdings sells 10% of its equity for $5M, establishing a $50M pre-money valuation.
| Line | Amount |
|---|---|
| Equity offered | 10% |
| Capital raised | $5,000,000 |
| Pre-money valuation | $50,000,000 |
| Post-money valuation | $55,000,000 |
What Backs the $50M Valuation
| Asset | Basis | Estimated Value |
|---|---|---|
| UNCS operating business | 6x EBITDA ($1.97M FY2025 audited × 6) | ~$11.8M |
| DIVA platform + 4.6M offers | Strategic AI wholesale intelligence | $10–15M |
| Pixel + 29,615 cold leads | $15.2M adjusted GP opportunity | $5–10M |
| Shared data ecosystem | 15,770 deals, 200K emails, 10,319 accounts | $5–10M |
This is a forward-looking valuation. Current book value is significantly lower. The premium reflects the data assets, technology platform, and growth trajectory.
12. Data Licensing & Intercompany Fees L3+
Fee Flow
| Flow | What | Annual Fee | Direction |
|---|---|---|---|
| DIVA → Kairotech | Data access license | $120,000/yr | DIVA pays Kairotech |
| Pixel → Kairotech | Data access license | $50,000/yr | Pixel pays Kairotech |
| Kairotech receives | $170,000/yr | ||
| Kairotech → UNCS | Data lease (UNCS owns all data) | $250,000/yr | Kairotech pays UNCS |
| Net to UNCS | $250,000/yr | UNCS gets paid for its data |
Kairotech collects $170K from DIVA and Pixel, then pays $250K to UNCS for the master data lease. The $80K gap is covered by the capital raise — it's the cost of building the ecosystem. As DIVA and Pixel add external customers, their licensing fees to Kairotech grow and eventually cover the full data lease.
Employee Leasing — With Dollar Amounts
| Employee | UNCS % | DIVA % | Pixel % | Loaded Cost | DIVA Bill | Pixel Bill |
|---|---|---|---|---|---|---|
| Chris Caputo | 20% | 80% | 0% | $200,000 | $160,000 | $0 |
| Juan Diego Hernandez | 30% | 50% | 20% | $90,000 | $45,000 | $18,000 |
| Emma Avchen | 40% | 40% | 20% | $65,000 | $26,000 | $13,000 |
| UI/UX Engineer (new) | 0% | 50% | 50% | $125,000 | $62,500 | $62,500 |
| Developer (new) | 20% | 80% | 0% | $113,000 | $90,400 | $0 |
| Total | $383,900 | $93,500 |
13. Entity P&Ls L3+ Open Interactive Models →
UNCS Standalone Adjust assumptions →
| FY2025 Actual | H1 2026 Annualized* | |
|---|---|---|
| Revenue | $25,551,078 | $24,720,592* |
| COGS | ($17,804,411) | ($18,325,944)* |
| Gross Profit | $7,746,667 | $6,394,648* |
| GM% | 30.3% | 25.9%* |
| OpEx | ($5,777,027) | ($7,592,080)* |
| EBITDA | $1,969,640 | ($1,197,432)* |
| + Leasing income (DIVA + Pixel) | $0 | $477,400 |
| + Data lease from Kairotech | $0 | $250,000 |
| Adjusted EBITDA | $1,969,640 | ($469,632) |
*H1 2026 annualized. June tentative from CRM. FY2025 is audited actuals.
DIVA Year 1 Adjust assumptions →
| Year 1 | |
|---|---|
| Revenue (1 external + UNCS) | $204,000 |
| Employee leasing | ($383,900) |
| Infrastructure | ($10,800) |
| Kairotech license | ($120,000) |
| EBITDA | ($310,700) |
Pixel Year 1 Adjust assumptions →
| Year 1 | |
|---|---|
| Revenue | $0 |
| Employee leasing | ($93,500) |
| Infrastructure | ($3,960) |
| Dev cost | ($25,000) |
| Kairotech license | ($50,000) |
| EBITDA | ($172,460) |
Kairotech Holdings Year 1 Adjust assumptions →
| Year 1 | |
|---|---|
| License fees from DIVA + Pixel | $170,000 |
| Data lease paid to UNCS | ($250,000) |
| Capital raised (10% equity) | $5,000,000 |
| Executive comp | ($750,000) |
| Professional fees | ($100,000) |
| Cash position | $4,070,000 |
14. Cost of Capital & Refinancing L3+
Current Cost of Capital
| Debt | Annual Cost | Monthly | Trend |
|---|---|---|---|
| Angel loan interest | $878,572 | $73,214/mo | Rising — was $60K in 2025 |
| Factoring | $249,269 | $20,772/mo | Steady |
| CC Interest | ~$17,000 | declining | Nearly gone |
| Total | $1,145,152/yr | $95,429/mo |
The angel loan alone went from $722K in FY2025 to an $878K pace in 2026 — up 22%. Implied rate: 12–18%.
Refinancing Scenarios
| Scenario | New Annual Cost | Annual Savings | Monthly Savings |
|---|---|---|---|
| $6M @ 8% (bank, secured) | $480,000 | $398,000 | $33,200 |
| $6M @ 10% | $600,000 | $278,000 | $23,200 |
| $7M @ 10% | $700,000 | $178,000 | $14,800 |
| $7M @ 12% | $840,000 | $38,000 | $3,200 |
$6–7M at 8–10% with UNCS assets as collateral saves $280–400K/year. A CFO earns their salary on day one structuring this refinance.
Need the actual principal balance from the Controller to confirm the exact rate.