4 unchanged sentences
As required by Rule 13a-15(e) of the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as of December 31, 2023.
−Removed: Based upon, and as of the date of this evaluation, our Chief Executive Officer and Chief Financial Officer determined that our disclosure controls and procedures are not effective due to material weaknesses in our internal control over financial reporting as described below:
−Removed: Material Weakness in Internal Controls Over Financial Reporting
−Removed: We identified a material weakness in our internal control over financial reporting that exists as of December 31, 2022.
−Removed: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
+Added: Based upon, and as of the date of this evaluation, our Chief Executive Officer and Chief Financial Officer determined that our disclosure controls and procedures are not effective due to material weaknesses in our internal control over financial reporting as identified below:
+Added: Management’s Report on Internal Control over Financial Reporting
+Added: Our management is responsible for establishing and maintaining adequate internal control over financial reporting.
+Added: Internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with GAAP.
+Added: Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions;
+Added: providing reasonable assurance that transactions are recorded as necessary for preparation of our consolidated financial statements;
+Added: providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization;
+Added: and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our consolidated financial statements would be prevented or detected on a timely basis.
+Added: Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our consolidated financial statements would be prevented or detected.
+Added: We are required, under Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting beginning with this Form 10-K.
+Added: This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting.
+Added: The SEC defines a material weakness as a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim consolidated financial statements will not be detected or prevented on a timely basis.
+Added: Management conducted an evaluation of the effectiveness, as of December 31, 2023, of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013).
+Added: Based on this evaluation, management concluded that our internal control over financial reporting was not effective, due to the material weakness in our internal control over financial reporting that exists as of December 31, 2023.
We determined that we had a material weakness because, due to our small size, and our limited number of personnel, we did not have in place an effective internal control environment with formal processes and procedures, including journal entry processing and review, to allow for a detailed review of accounting transactions that would identify errors in a timely manner.
−Removed: Notwithstanding the material weaknesses in our internal control over financial reporting, we have concluded that the audited financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America.
Management’s Plan to Remediate the Material Weakness
2 unchanged sentences
We are committed to continuing to improve our internal control processes and will continue to diligently review our financial reporting controls and procedures.
−Removed: Management’s Annual Report on Internal Control over Financial Reporting
−Removed: This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.
+Added: Attestation Report of the Registered Public Accounting Firm
+Added: This Annual Report does not include an attestation report of our Company’s independent registered public accounting firm regarding internal control over financial reporting.
+Added: Management’s report was not subject to attestation by our Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit our Company to provide only management’s attestation in this Annual Report.
Changes in Internal Controls over Financial Reporting
8 unchanged sentences
Esbe van Heerden
−Removed: Head of Strategy and Acquisitions
+Added: Chief Financial Officer, President
Chief Operations Officer
−Removed: Rob te Braake
−Removed: Interim Chief Financial Officer
Andrew Lawrence
16 unchanged sentences
Esbe van Heerden.
−Removed: Esbe van Heerden has served as our President since February 1, 2022, where she is responsible for implementing and developing our Company’s shorter term business strategy and our Company’s budgeting and performance tracking.
+Added: Esbe van Heerden has served as our President since February 1, 2022 and on November 6, 2023 was appointed to serve as the Company’s Chief Financial Officer, where she is responsible for implementing and developing our Company’s shorter term business strategy and our Company’s budgeting and performance tracking.
Previously, she served as our Chief Operations Officer August 2020 to January 31, 2022, and as Chief Operations Officer of Onfolio LLC since May 2019.
7 unchanged sentences
She graduated in 2015 from Murdoch University, Australia.
−Removed: Yury Byalik has served as the Head of Strategy and Acquisitions since May 2020 and has previously served as the Director of SEO from January 2020 when he first joined our Company.
−Removed: He is responsible for:
−Removed: building and maintaining a pipeline of acquisition targets, evaluating targets based on company acquisition criteria, performing due diligence and negotiation of acquisitions in cooperation with the CEO and company subject matter experts.
−Removed: He has 15+ years of experience in marketing having worked across many different industries and verticals, helping businesses grow revenue and traffic.
−Removed: Having the ability to work across a wide array of marketing industries and organizations has given him unique insights that he has leveraged for the benefit of our Company.
−Removed: From January 2018 to January 2019, Mr.
−Removed: Byalik served as the Lead Strategic Consultant for Epsilon, a Publicis Groupe subsidiary, where he helped advise clients on digital marketing strategies.
−Removed: From August 2016 to January 2018, Mr.
−Removed: Byalik worked at AJ Madison, a leading appliance retailer, first starting as SEO manager and later promoted to SEO director after successfully scaling their organic traffic and revenue.
−Removed: From November 2014 to August 2016, Mr.
−Removed: Byalik served as the Digital Marketing Manager at Graham & Brown, a UK-based wallpaper manufacturer and retailer, where he developed and implemented the U.S.
−Removed: eCommerce strategy to grow traffic, sales and improve customer experience.
−Removed: Byalik received his B.S.
−Removed: in Business from Pace University and his J.D.
−Removed: from Widener University School of Law.
Adam Trainor.
8 unchanged sentences
He also holds a Doctorate in chiropractic medicine (2019) and Masters of Science in clinical nutrition (2018) from the Northeast College of Health Sciences.
−Removed: Rob te Braake.
−Removed: Rob te Braake has served as our Interim Chief Financial Officer since January 1, 2023, where he is responsible for our Company’s financial and accounting matters, implementing and maintaining our financial controls and procedures, developing our Company’s financial projections and ensuring our Company’s legal compliance on all financial functions.
−Removed: Previously, Mr.
−Removed: te Braake served as a financial advisor to our Company since 2020, where he provided all bookkeeping services to all of the Company’s legal entities, as well performing finance/accounting related projects, through Calixtus Ltd, a business advisory firm that he owns.
−Removed: Since March 2017, Mr.
−Removed: te Braake served as a Director of Calixtus Ltd.
−Removed: te Braake has 5+ years of experience working as advisor, fractional CFO and similar roles to companies in similar industries as the Company and 10+ years of experience on the intersection of finance and international entrepreneurship.
Andrew Lawrence.
19 unchanged sentences
Lipstein has served as a director since March 2022.
−Removed: Lipstein joined the board of directors of Firstrust Bank and since 2019 has been a board member of Seacoast Banking Corporation of Florida (NASDAQ:SBCF) where he chairs its Audit Committee and is a member of the Enterprise Risk Management Committee and a member of the Directors Credit Risk Committee.
−Removed: Since 2017 he has been a director at CrossCountry Consulting, a privately held consulting firm that focuses on corporate advisory services, and a board member of Einstein Healthcare Network.
+Added: Lipstein joined the board of directors of Firstrust Bank and since 2019 has been a board member of Seacoast Banking Corporation of Florida (NASDAQ:SBCF) where he chairs its Audit Committee and is a member of the Enterprise Risk Management Committee, a member of the Directors Credit Risk Committee and a member of the Information Technology committee.
+Added: Since 2017 he has been a board member of Einstein Healthcare Network.
Lipstein joined the board of directors in of Infrasight Software in 2020, a start-up venture that provides software that powers Hybrid IT and Multi-Cloud business decisions.
18 unchanged sentences
Code of Conduct
−Removed: Our Company has adopted a code of conduct applicable to its employees, directors and officers, in accordance with applicable U.S.
+Added: Our Company has adopted a code of ethics and business conduct applicable to its employees, directors and officers, in accordance with applicable U.S.
federal securities laws and the corporate governance rules of Nasdaq.
−Removed: A copy of this code of conduct is available on our principal corporate website located at https://www.onfolio.com .
+Added: A copy of this code of ethics and business conduct is available on our principal corporate website located at https://www.onfolio.com .
Requests for a copy of the code of ethics and business conduct should be directed to Investor Relations, Onfolio Inc., 1007 North Orange Street, 4th Floor Wilmington, Delaware 19801.
15 unchanged sentences
Executive officers, directors and greater-than-ten percent shareholders are required by SEC regulations to furnish us with all Section 16(a) forms they file.
−Removed: To the best of our knowledge, based solely upon a review of Forms 3 and 4 and amendments thereto furnished to our Company during its most recent fiscal year and Forms 5 and amendments thereto furnished to our Company with respect to its most recent fiscal year, and any written representation referred to in paragraph (b)(1) of Item 405 of Regulation S-K, all of our executive officers, directors and greater-than-ten percent shareholders complied with all Section 16(a) filing requirements with the following exceptions:
−Removed: each of Dominic Wells, Esbe van Heerden, Yury Byalik, Adam Trainor, Jack W.
−Removed: Hawkins, III, Andrew Lawrence, David McKeegan, Robert J.
−Removed: Lipstein, and Mark N.
−Removed: Schwartz filed one late Form 3, and Yury Byalik filed one late Form 4.
+Added: To the best of our knowledge, based solely upon a review of Forms 3 and 4 and amendments thereto furnished to our Company during its most recent fiscal year and Forms 5 and amendments thereto furnished to our Company with respect to its most recent fiscal year, and any written representation referred to in paragraph (b)(1) of Item 405 of Regulation S-K, all of our executive officers, directors and greater-than-ten percent shareholders complied with all Section 16(a) filing requirements with the following exception:
+Added: Yury Byalik, our former Head of Strategy & Acquisitions, filed one late Form 4 reflecting one late transaction.
Executive Compensation
2 unchanged sentences
Our 2023 named executive officers are:
−Removed: Dominic Wells, Esbe van Heerden, Yury Byalik, Adam Trainor, and Jack Hawkins.
+Added: Dominic Wells, Esbe van Heerden, Rob te Braake,Yury Byalik, and Adam Trainor.
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by, or paid to our named executive officers that earned more than $100,000 for the fiscal years ended December 31, 2023 and 2022:
+Added: Other Compensation
Dominic Wells
−Removed: Chief Executive Officer, Chief Revenue Officer,
−Removed: Secretary, Treasurer, Director
+Added: Chief Executive Officer, Chief Revenue Officer, Secretary, Treasurer, Director
Esbe van Heerden
+Added: President and Chief Financial Officer
+Added: Rob te Braake
+Added: Interim Chief Financial Officer
Head of Strategy and Acquisitions
Chief Operations Officer
−Removed: Jack Hawkins, III(3)
−Removed: Chief Financial Officer (Principal Financial Officer)
−Removed: Other than Mr.
−Removed: Wells, all named executive officers commenced employment with our Company during 2022.
+Added: ___________________________
+Added: Rob te Braake served as our Interim Chief Financial Officer from January 1, 2023 to November 1, 2023.
+Added: Esbe van Heerden was appointed as our Chief Financial Officer effective November 1, 2023.
+Added: Byalik resigned as our Head of Strategy and Acquisitions on December 8, 2023.
+Added: The amounts in this column reflect earned bonus awards by our named executive officers.
The grant date fair value of the stock awards and option awards computed in accordance with ASC Topic 718.
−Removed: Hawkins resigned as our Chief Financial Officer on December 31, 2022.
We grant stock awards and stock options to our executive officers based on their level of experience and contributions to our Company.
14 unchanged sentences
Our Company entered into an employment agreement dated February 1, 2022, with Ms.
−Removed: van Heerden as its President.
+Added: van Heerden as its President providing for an annual salary of $120,000 per year.
+Added: On November 1, 2023, our Company entered into a new employment agreement with Ms.
+Added: van Heerden as its Chief Executive Officer and President.
Pursuant to the agreement, Ms.
1 unchanged sentence
van Heerden is also eligible to receive certain employee benefits and bonuses under any bonus plan program that may be established by our Board of Directors.
+Added: Rob te Braake Employment Agreement.
+Added: Our Company entered into an employment agreement dated January 1, 2023, with Mr.
+Added: te Braake as its Interim Chief Financial Officer for an annual salary of $144,000 to be paid semi-monthly in accordance with our Company’s normal payroll procedures.
+Added: te Braake was also eligible to receive certain employee benefits and bonuses under any bonus plan program that may be established by our Board of Directors.
+Added: te Braake resigned as our Interim Chief Financial Officer on November 1, 2023.
Yury Byalik Employment Agreement
Our Company entered into an employment agreement dated September 1, 2021, with Mr.
−Removed: Byalik as its Head of Strategy and Acquisitions.
−Removed: Pursuant to the agreement, Mr.
−Removed: Byalik receives an annual salary of $84,000, which is paid semi-monthly in accordance with our Company’s normal payroll procedures.
−Removed: Byalik is also eligible to receive certain employee benefits and bonuses under any bonus plan program that may be established by our Board of Directors.
+Added: Byalik as its Head of Strategy and Acquisitions providing for an annual salary of $84,000 per year, which was increased to $96,000 per year on January 1, 2023.
+Added: paid semi-monthly in accordance with our Company’s normal payroll procedures.
+Added: Pursuant to his agreement, Mr.
+Added: Byalik was also eligible to receive certain employee benefits and bonuses under any bonus plan program that may be established by our Board of Directors
Adam Trainor Employment Agreement.
Our Company entered into an employment agreement dated February 1, 2022, with Mr.
−Removed: Trainor as its Chief Operations Officer.
+Added: Trainor as its Chief Operations Officer providing for an annual salary of $96,000 per year.
+Added: On January 1, 2023, Mr.
+Added: Trainor received an increase to his salary.
Pursuant to the agreement, Mr.
4 unchanged sentences
The options have an exercise price of $5.95 per share.
−Removed: Jack Hawkins, III Employment Agreement
−Removed: Our Company entered into an employment agreement dated March 7, 2022, with Mr.
−Removed: Hawkins as its Chief Financial Officer.
−Removed: Hawkins resigned as our Chief Financial Officer on December 31, 2022.
−Removed: Pursuant to the agreement, Mr.
−Removed: Hawkins received an annual salary of $180,000.
−Removed: Hawkins was also eligible to receive certain employee benefits and bonuses under any bonus plan program that may be established by our Board of Directors.
−Removed: Additionally, in connection with his employment with the Company, Mr.
−Removed: Hawkins was granted 21,000 non- qualified stock options pursuant to the Company’s 2020 Plan.
−Removed: The options have an exercise price of $14.29 per share.
Benefits and Other Compensation
9 unchanged sentences
Option Awards
−Removed: Market value of
shares or units
of stock that
+Added: Market value of
shares or units
1 unchanged sentence
Unexercisable
−Removed: exercise price($)
−Removed: expiration date
−Removed: have not vested
−Removed: have not vested
Dominic Wells
Esbe van Heerden
−Removed: Jack Hawkins, III
−Removed: Rob te Braake
−Removed: Vest monthly over 36 months, with 1/36 vesting each month beginning on August 1, 2020.
Vest over a period of one and a half years at the rate of 252 per month beginning on January 1, 2022.
Vest over a period of two years at the rate of 672 per month beginning on February 28, 2022.
−Removed: Hawkins resigned as our Chief Financial Officer on December 31, 2022 and no additional options vest after that period.
Director Compensation
1 unchanged sentence
Any determinations with respect to Board compensation are made by our Board of Directors.
−Removed: On February 28, 2022, we adopted the following compensation plan for our independent directors who serve on our Board:
−Removed: a quarterly stipend of $7,500, with $5,000 and $2,500 payable in Company stock issued in arrears and cash, respectively.
+Added: During Fiscal year 2023, each of our independent directors who serve on our Board received a quarterly stipend of $5,000 payable in cash.
+Added: Each director also received 15,000 common stock options with an exercise price of $1.27 and a term of 10 years.
Additionally, the chair of our audit committee receives an additional quarterly stipend of $2,500 payable in cash.
2 unchanged sentences
All directors have been and will be reimbursed for reasonable expenses incurred in connection with attendance at meetings of the Board of Directors or other activities undertaken by them on behalf of our Company.
+Added: Nonqualified deferred
Dominic Wells (1)
8 unchanged sentences
Option awards, generally, have multi-year vesting which aligns the long-term interests of our executives with those of our shareholders and, again, discourages the taking of short-term risk at the expense of long-term performance.
+Added: Additionally, we have adopted a Nasdaq compliant compensation recovery policy (a “clawback policy”) that applies to incentive compensation.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
5 unchanged sentences
Percentage of
−Removed: 5% Stockholders
−Removed: Walleye Capital LLC
−Removed: 2800 Niagara Lane N
−Removed: Plymouth, MN 55447 (3)
−Removed: Travis Elliott
−Removed: 2028 East Ben White Blvd., Suite 240-8228
−Removed: Austin, TX 78741 (4)
Directors and Named Executive Officers
Dominic Wells (3) , CEO, CRO, Director (Chair of Board)
−Removed: Esbe van Heerden (5) , President
+Added: Esbe van Heerden (4) , President, CFO
Yury Byalik (5) , Head of Strategy and Acquisitions
Adam Trainor (6) Chief Operations Officer
−Removed: Rob te Braake, Chief Financial Officer
+Added: Rob te Braake, Interim Chief Financial Officer (7 )
Andrew “A.J.” Lawrence, Director
3 unchanged sentences
All Executive Officers and Directors as a Group (9 individuals)
+Added: _____________
* Less than 1.0%.
1 unchanged sentence
Based on 5,107,395 shares of common stock outstanding on March 31, 2024.
−Removed: Based upon a Schedule 13G filed February 15, 2023.
−Removed: Based upon a Schedule 13D filed on November 18, 2022.
+Added: Includes 406,931 warrants to purchase common stock with an exercise price of $5 per shar, expiring August 30, 2027
van Heerden was issued 252,000 restricted shares of common stock which vest over a period of three years at the rate of 1/36th beginning on August 1, 2020.
She has voting rights with respect to all of her shares.
−Removed: Byalik was issued 115,500 restricted shares of common stock which vests over a period of three years at the rate of 1/36th beginning on August 1, 2020.
−Removed: He has voting rights with respect to all of his shares.
+Added: Byalik resigned as our Head of Strategy and Acquisitions on December 8, 2023.
Represents 21,000 options exercisable within 60 days from March 31, 2024.
+Added: te Braake resigned from all positions with our Company on November 1, 2023.
+Added: Includes 20,000 options exercisable within 60 days of March 31, 2024.
We are not aware of any arrangements that could result in a change of control.
3 unchanged sentences
Transactions with Related Persons
−Removed: On July 22, 2020, our Company issued 420,000 shares to Dominic Wells, our Company’s CEO, in exchange for 100% of the membership interest of Onfolio LLC.
−Removed: At the time of the transaction, Mr.
−Removed: Wells was the sole owner of both Onfolio LLC and the Company and as such the transaction is considered a combination of entities under common control under FASB ASC 805.
−Removed: Onfolio LLC owned and operated several domain names that were recognized on the Company’s balance sheet at carryover basis in accordance with ASC 805.
−Removed: Onfolio LLC is a Delaware limited liability company and was formed on May 14, 2019 by the sole member Dominic Wells.
−Removed: On August 1, 2020, our Company’s CEO assigned his entire 20% interest in Onfolio Groupbuild 1 LLC (“Groupbuild”) in exchange for no consideration.
From time to time, the Company pays expenses directly on behalf of the Joint Ventures that it manages and receives funds on behalf of the joint ventures.
−Removed: As of December 31, 2022 the balances due from related parties were $54,858 included in current liabilities.
+Added: As of December 31, 2023 and 2022 the balances due from related parties were $93,372 and $54,858 included in current liabilities.
During the year ended December 31, 2022, the Company paid the $215,000 related to the Company’s capital contribution for its equity interest in JV IV.
From time to time, the Company’s CEO paid expenses on behalf of the Company, and the Company funded certain expenses to the CEO.
−Removed: Additionally, the Company received its investments in Onfolio JV I, LLC, Onfolio JV II LLC and Onfolio JV III LLC from the CEO.
−Removed: The Company recognized the value of its investments in these joint ventures at carryover basis based on the amount paid by the CEO to the joint venture for Onfolio JV 1 LLC, and agreed to pay the joint venture the contribution for Onfolio JV II LLC and Onfolio JV III LLC at the carryover basis for the amount the interest was acquired for by the CEO.
−Removed: As of December 31, 2022, the Company was owed $36,854 by the entities controlled by the Company’s CEO, and the Company owed the CEO $0 and $480 as of December 31, 2022 and 2021, respectively.
−Removed: For additional information, see Note 8 of our accompanying audited financial statements .
+Added: Additionally, the Company received its investments in JV I, JV II and JV III from the CEO.
+Added: As of December 31, 2023 and 2022, the Company was owed $36,994 and $36,854 by the entities controlled by the Company’s CEO.
+Added: No member of management has benefited from the transactions with related parties.
+Added: For additional information, see Note 8 – Related Party Transaction to our audited financial statements appearing elsewhere in Report on Form 10-K.
Policies and Procedures for Related-Party Transactions
6 unchanged sentences
Director Independence
−Removed: In during March 2023, our Board of Directors undertook a review of the composition of our Board of Directors and its committees and the independence of each of our directors.
+Added: In March 2023, our Board of Directors undertook a review of the composition of our Board of Directors and its committees and the independence of each of our directors.
Based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, our Board of Directors has determined that each of Andrew “A.J.” Lawrence, David McKeegan, Robert J.
8 unchanged sentences
Audit-Related Fees are the aggregate fees billed during the years ended December 31, 2023 and December 31, 2022 for assurance and related services rendered by BF Borgers CPA PC that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under the category Audit Fees described above.
+Added: For 2023, these fees primarily consist of audit fees paid relating to acquisitions we ultimately did not make.
+Added: For 2022, these fees include $43,200 in audit fees paid relating to acquisitions we ultimately did not make.
Tax Fees are the aggregate fees billed during the years ended December 31, 2023 and December 31, 2022 for tax compliance services rendered by BF Borgers CPA PC.
14 unchanged sentences
Description of Exhibit
−Removed: Asset Sale and Purchase Agreement - BCP MEDIA, Inc.
−Removed: Incorporated by reference to our Form 8-K filed on 10/19/22)
−Removed: Share Purchase Agreement - i2W Ltd)
−Removed: Incorporated by reference to our Form 8-K filed on 10/7/22
−Removed: Asset Purchase Agreement - Hoang Huu Thinh
−Removed: Incorporated by reference to our Form 8-K filed on 10/7/22
Asset Purchase Agreement - Contentellect
Incorporated by reference to our Form 8-K filed on 01/17/2023
+Added: Asset Purchase Agreement - RevenueZen
+Added: Incorporated by reference to our Form 8-K filed on 01/04/24
Amended and Restated Certificate of Incorporation
35 unchanged sentences
Nonemployee Director Compensation Policy 2023
−Removed: Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 04/07/22
+Added: Filed Herewith
Employment Agreement dated as of August 1, 2020, by the Company and Dominic Wells
4 unchanged sentences
Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 04/07/22
+Added: Employee Agreement dated as of November 1, 2023, by the Company and Esbe van Heerden
+Added: Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 11/06/23
Employment Agreement dated as of September 1, 2021, by the Company and Yury Byalik
2 unchanged sentences
Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 04/07/22
−Removed: Employment Agreement dated as of March 7, 2022, by the Company and Jack W.
−Removed: Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 04/07/22
Employment Agreement dated as of January 1, 2023, by the Company and Robert te Braake
−Removed: Incorporated by reference to Company’s Form 8-K filed with the SEC on 12/20/2022
+Added: Filed Herewith
Form of Director and Officer Indemnification Agreement Agreement
Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 04/07/22
+Added: Promissory Note - RevenueZen
+Added: Incorporated by reference to our Form 8-K filed on 01/04/24
Code of Ethics and Business Conduct
4 unchanged sentences
Filed herewith
+Added: Consent of Independent Registered Public Accounting Firm – BF Borgers CPA PC
+Added: Filed herewith
Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, executed by the Principal Executive Officer of the Company.
4 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Principal Executive Officer of the Company.
−Removed: Filed herewith
Certification pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Principal Financial Officer of the Company.
+Added: Clawback Policy
Filed Herewith
7 unchanged sentences
Form 10-K Summary
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: ONFOLIO HOLDINGS INC.
−Removed: /s/ Dominic Wells
−Removed: Dominic Wells,
−Removed: Chief Executive Officer
−Removed: (Principal Executive Officer)
−Removed: April 12, 2023
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
−Removed: /s/ Dominic Wells
−Removed: Chief Executive Officer, Principal Executive Officer, Chair of the Board of Directors
−Removed: April 12, 2023
−Removed: Dominic Wells
−Removed: /s/ Rob te Braake
−Removed: Interim Chief Financial Officer, Principal Financial Officer
−Removed: April 12, 2023
−Removed: Rob te Braake
−Removed: /s/ Andrew Lawrence
−Removed: April 12, 2023
−Removed: Andrew Lawrence
−Removed: /s/ David McKeegan
−Removed: April 12, 2023
−Removed: David McKeegan
−Removed: /s/ Robert J.
−Removed: April 12, 2023
−Removed: April 12, 2023
Financial Statements
+Added: FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
19 unchanged sentences
These financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s financial statements based on our audit.
+Added: Our responsibility is to express an opinion
+Added: 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.
13 unchanged sentences
April 1, 2024
+Added: FINANCIAL STATEMENTS
Onfolio Holdings, Inc.
1 unchanged sentence
Current Assets:
+Added: Cash and cash equivalents
Accounts receivable, net
5 unchanged sentences
Investment in unconsolidated joint ventures, equity method
−Removed: Liabilities and Stockholders Equity
+Added: Liabilities and Stockholder’s Equity
Current Liabilities:
1 unchanged sentence
Dividends payable
−Removed: Due to joint ventures
Acquisition notes payable
Notes payable
−Removed: Due to related parties
Contingent consideration
1 unchanged sentence
Total Current Liabilities
−Removed: Due to joint ventures - long term
Total Liabilities
2 unchanged sentences
Preferred stock, $ 0.001 per value, 5,000,000 shares authorized
−Removed: Series A Preferred stock, $ 0.001 par value, 1,000,000 shares authorized, 69,660 and 56,800 issued and outstanding at September 30, 2022 and December 31, 2021, respectively
−Removed: Common stock, $ 0.001 par value, 50,000,000 shares authorized, 5,110,195 and 2,353,645 issued and outstanding at December 31, 2022 and December 31, 2021, respectively
+Added: Series A Preferred stock, $ 0.001 par value, 1,000,000 shares authorized, 92,260 and 69,660 issued and outstanding at December 31, 2023 and 2022;
+Added: Common stock, $ 0.001 par value, 50,000,000 shares authorized, 5,107,395 issued and outstanding at December 31, 2023 and 2022;
Additional paid-in capital
18 unchanged sentences
Professional fees
+Added: Impairment of goodwill and intangible assets
Acquisition costs
28 unchanged sentences
For the Years Ended December 31, 2023 and 2022
−Removed: Preferred Stock,
−Removed: $0.001 Par value
−Removed: Common Stock,
−Removed: $0.001 Par Value
−Removed: Accumulated Other
−Removed: Comprehensive
+Added: Preferred Stock, $0.001 Par value
+Added: Common Stock, $0.001 Par Value
+Added: Accumulated Other Comprehensive
Stockholders’
4 unchanged sentences
Stock-based compensation
+Added: Warrants issued for acquisition
Preferred dividends
+Added: Foreign currency translation
( 4,234,357 )
3 unchanged sentences
Preferred shares for cash
−Removed: Common stock sold for cash
Stock-based compensation
−Removed: Warrants issued for acquisition
Preferred dividends
12 unchanged sentences
Adjustments to reconcile net loss to net cash provided by operating activities:
−Removed: Deferred tax expense (benefit)
Stock-based compensation expense
4 unchanged sentences
Amortization of intangible assets
+Added: Impairment of intangible assets
Net change in:
10 unchanged sentences
Proceeds from sale of intangible assets
−Removed: Purchase of intangible assets
Cash paid to acquire businesses
( 4,261,413 )
−Removed: Advances to related parties
Investments in joint ventures
7 unchanged sentences
Payments on acquisition note payable
+Added: ( 2,439,000 )
Proceeds from notes payable
1 unchanged sentence
Net cash provided by financing activities
+Added: ( 2,156,650 )
Effect of foreign currency translation
Net Change in Cash
+Added: ( 5,718,861 )
Cash, Beginning of Period
9 unchanged sentences
Onfolio Holdings, Inc.
−Removed: (“Company”) was incorporated on July 20, 2020 under the laws of Delaware to acquire and develop high-growth and profitable internet businesses.
−Removed: The Company primarily earns revenue through website management, digital services, advertising and content placement on its websites, and product sales on certain sites.
−Removed: The Company owns multiple websites and manages websites on behalf of certain unconsolidated entities in which it holds equity interests.
−Removed: On July 22, 2020, the Company issued 2,000,000 shares to Dominic Wells, the Company’s CEO in exchange for 100% of the membership interest of Onfolio LLC .
−Removed: At the time of the transaction, Dominic Wells was the sole owner of both Onfolio LLC and the Company and as such the transaction was considered a combination of entities under common control under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805.
−Removed: Onfolio LLC owned and operated several domain names that were recognized on the Company’s balance sheet at carryover basis in accordance with ASC 805.
−Removed: The results of operations and cash flows of Onfolio LLC are included in the Company’s consolidated financial statements since the incorporation date of Onfolio LLC in 2019.
−Removed: Onfolio LLC is a Delaware LLC and was formed on May 14, 2019 by the sole member Dominic Wells.
−Removed: On December 2, 2020, the Company created a wholly-owned subsidiary, Vital Reaction, LLC in the state of Delaware.
−Removed: On April 7, 2021 and September 6, 2021, the Company created wholly-owned subsidiaries, Mighty Deals LLC and Onfolio Crafts LLC, respectively, in the state of Delaware.
−Removed: On November 15, 2021, the Company created a wholly-owned subsidiary, Onfolio Assets, LLC in the state of Delaware.
+Added: (“Company”) was incorporated on July 20, 2020 under the laws of Delaware to acquire and development high-growth and profitable internet businesses.
+Added: The Company primarily earns revenue through website management, advertising and content placement on its online businesses, and product sales on certain sites.
+Added: The Company owns multiple online businesses and manages online businesses on behalf of certain unconsolidated entities in which it holds equity interests.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
4 unchanged sentences
The consolidated financial statements of the Company include the accounts of its wholly owned subsidiaries and other controlled entities.
−Removed: The Company’s wholly-owned subsidiaries are Onfolio LLC, Vital Reaction, LLC, Mighty Deals LLC, Onfolio Assets, LLC, SEO Butler Limited and Onfolio Crafts LLC.
+Added: The Company’s wholly-owned subsidiaries are Onfolio LLC, Vital Reaction, LLC, Mighty Deals LLC, Onfolio Assets, LLC, WP Folio, LLC, Proofread Anywhere, LLC, Contentellect, LLC, SEO Butler Limited, Onfolio Crafts LLC, and RevenueZen, LLC.
All intercompany transactions and balances have been eliminated in consolidation.
13 unchanged sentences
All investments are subject to our impairment review policy.
−Removed: The current investment in unconsolidated affiliates accounted for under the equity method consists of a 35.8 % interest in OnFolio JV IV, LLC (“JV IV”), which is involved in the acquisition, development and operation of websites to produce adverting revenue.
+Added: The current investment in unconsolidated affiliates accounted for under the equity method consists of a 35.8 % interest in OnFolio JV IV, LLC (“JV IV”), which is involved in the acquisition, development and operation of online businesses to produce adverting revenue.
Variable Interest Entities
25 unchanged sentences
Recognition of revenue when, or as, the Company satisfies a performance obligation
−Removed: The Company primarily earns revenue through website management, digital services, advertising and content placement on its websites, product sales, and digital product sales.
+Added: The Company primarily earns revenue through website management, digital services, advertising and content placement on its online businesses, product sales, and digital product sales.
Management services revenue is earned and recognized on a monthly basis as the services are provided.
9 unchanged sentences
The following table presented disaggregated revenue information for the years ended December 31, 2023 and 2022:
−Removed: For the Year ended December 31, 2022
−Removed: For the Year ended December 31, 2021
Website management
47 unchanged sentences
Currently the Company utilizes the most recent cash sale price of its common stock as the most reasonable indication of fair value.
−Removed: The Company accounts for compensation cost for stock option plans and for share based payments to non-employees in accordance with ASC 505, “Accounting for Equity Instruments Issued to Non-Employees for Acquiring, or in Conjunction with Selling, Goods or Services”.
−Removed: Share-based awards to non-employees are expensed over the period in which the related services are rendered at their fair value.
Recent Accounting Pronouncements
8 unchanged sentences
NOTE 4 – BUSINESS ACQUISITIONS
+Added: Contentellect Limited
+Added: On January 13, 2023, Onfolio Assets LLC, the Company’s wholly owned subsidiary, entered into an Asset Purchase Agreement (“Contentellect Asset Purchase Agreement”) with Contentellect Limited (“Contentellect”), a Guernsey limited liability company, and Mark Whitman, the sole owner of Contentellect.
+Added: Pursuant to the Contentellect Asset Purchase Agreement, Onfolio Assets LLC purchased from Contentellect substantially all of Contentellect’s assets utilized in the operation of the business of providing online (i) content writing services (including white label content creation, eBook writing and eCommerce product description writing), (ii) website link building services (including white label link building, HARO link building and SEO outreach services), (iii) social media marketing services, and (iv) virtual assistant services to individuals, businesses and agencies through the website that the domain name www.contentellect.com points at (the “Contentellect Business”).
+Added: Pursuant to the Contentellect Asset Purchase Agreement, and subject to the terms and conditions contained therein, at the closing, Contentellect will sell to Onfolio Assets LLC the assets, properties and rights of every kind and nature related to the Contentellect Business all as more fully described in the Contentellect Asset Purchase Agreement.
+Added: The aggregate purchase price for the Contentellect Business was $ 850,000 in cash.
+Added: This acquisition closed on February 1, 2023.
+Added: The acquisition of Contentellect is being accounted for as a business combination under ASC 805.
+Added: The Company is continuing to gather evidence to evaluate what identifiable intangible assets were acquired, such as a customer list, and the fair value of each, and expects to finalize the fair value of the acquired assets within one year of the acquisition date.
+Added: The Company assigned the preliminary fair value of the consideration paid of $ 850,000 to domain name intangible assets that are amortized over an estimated useful life of four years.
+Added: From the period of acquisition of the Contentellect Business through December 31, 2023, the Company generated a total revenue and net loss of $ 642,735 and $ 27,258 , respectively.
+Added: The net loss included $ 194,792 of intangible asset amortization expenses.
SEO Butler Acquisition
6 unchanged sentences
The acquisition of SEO Butler is being accounted for as a business combination under ASC 805.
−Removed: The Company is continuing to gather evidence to evaluate what identifiable intangible assets were acquired, such as a customer list, and the fair value of each, and expects to finalize the fair value of the acquired assets within one year of the acquisition date.
−Removed: The aggregate preliminary fair value of consideration for the SEO Butler Acquisition was as follows:
+Added: The aggregate fair value of consideration for the SEO Butler Acquisition was as follows:
Schedule of preliminary Fair value Acquisition
1 unchanged sentence
Total preliminary consideration transferred
−Removed: The following information summarizes the preliminary allocation of the fair values assigned to the assets acquired at the acquisition date:
+Added: The following information summarizes the allocation of the fair values assigned to the assets acquired at the acquisition date:
Schedule Of Recognized Identified Assets Acquired And Liabilities
8 unchanged sentences
Net assets acquired
−Removed: From the period of acquisition of SEO Butler through December 31, 2022, the Company generated total revenue and net income of $ 144,785 and $ 52,727 , respectively.
+Added: From the period of acquisition of SEO Butler through December 31, 2023, the Company generated total revenue and net loss of $ 1,214,111 and $ 298,088 , respectively.
+Added: The net loss included $ 123,285 of intangible asset amortization expenses, as well as $ 420,449 of intangibles impairment.
BCP Media Acquisition
On October 13, 2022, the Company entered into an Asset Sale and Purchase Agreement (“BCP Asset Purchase Agreement”) with BCP Media, Inc., a Florida corporation (“BCP Media”), and Caitlin Pyle and Cody Lister, principals of BCP Media.
−Removed: Pursuant to the BCP Asset Purchase Agreement, the Company purchased from BCP Media, substantially all the Proofreading Business (defined below) assets of BCP Media and assigned the acquired assets to the Company, which, pursuant to the BCP Asset Purchase Agreement and certain ancillary agreements, will operate the business of online proofreading training (the “Proofreading Business”) via the following websites:
+Added: Pursuant to the BCP Asset Purchase Agreement, the Company purchased from BCP Media, substantially all the Proofreading Business (defined below) assets of BCP Media and assigned the acquired assets to the Company, which, pursuant to the BCP Asset Purchase Agreement and certain ancillary agreements, will operate the business of online proofreading training (the “Proofreading Business”) via the following online businesses:
ProofreadAnywhere.com, WorkAtHomeSchool.com, and WorkYourWay2020.com.
10 unchanged sentences
The acquisition of BCP Media assets is being accounted for as a business combination under ASC 805.
−Removed: The Company is continuing to gather evidence to evaluate what identifiable intangible assets were acquired, such as a customer list, and the fair value of each, and expects to finalize the fair value of the acquired assets within one year of the acquisition date.
−Removed: The aggregate preliminary fair value of consideration for the BCP Media acquisition was as follows:
+Added: The aggregate fair value of consideration for the BCP Media acquisition was as follows:
Schedule of preliminary Fair value Acquisition
3 unchanged sentences
Total preliminary consideration transferred
−Removed: The following information summarizes the preliminary allocation of the fair values assigned to the assets acquired at the acquisition date:
+Added: The following information summarizes the allocation of the fair values assigned to the assets acquired at the acquisition date:
Schedule Of Recognized Identified Assets Acquired And Liabilities
4 unchanged sentences
Net assets acquired
−Removed: From the period of acquisition of BCP Media through December 31, 2022, the Company generated total revenue and net income of $ 681,413 and $ 167,253 , respectively.
+Added: From the period of acquisition of BCP Media through December 31, 2023, the Company generated total revenue and net loss of $ 3,291,319 and $ 1,787,898 , respectively.
+Added: The net loss included $ 397,396 of intangible asset amortization expense, as well as $2,061,763 of intangibles impairment.
BWPS Acquisition
On October 3, 2022, the Company entered into an Asset Purchase Agreement (“Asset Purchase Agreement”) with Hoang Huu Thinh, an individual (“ Hoang”).
−Removed: Pursuant to the Asset Purchase Agreement, the Company will purchase from Hoang, substantially all of the Seller’s assets utilized in the operation of the business of providing a suite of optimization, customization, privacy and security products and services for WordPress websites (“WordPress Websites Business”), with the core Business offerings consisting of (i) the WordPress plugin known as PREVENT DIRECT ACCESS available via the website preventdirectaccess.com, and (ii) the WordPress plugin known as PASSWORD PROTECT WORDPRESS available via the website passwordprotectwp.com.
+Added: Pursuant to the Asset Purchase Agreement, the Company will purchase from Hoang, substantially all of the Seller’s assets utilized in the operation of the business of providing a suite of optimization, customization, privacy and security products and services for WordPress (“WordPress Website Business”), with the core Business offerings consisting of (i) the WordPress plugin known as PREVENT DIRECT ACCESS available via the website preventdirectaccess.com, and (ii) the WordPress plugin known as PASSWORD PROTECT WORDPRESS available via the website passwordprotectwp.com.
Pursuant to the Asset Purchase Agreement, and subject to the terms and conditions contained therein, at the closing, Hoang agreed to sell to Onfolio, LLC the WordPress Websites Business, all as more fully described in the Asset Purchase Agreement.
4 unchanged sentences
The acquisition of BWPS assets is being accounted for as a business combination under ASC 805.
−Removed: The Company is continuing to gather evidence to evaluate what identifiable intangible assets were acquired, such as a customer list, and the fair value of each, and expects to finalize the fair value of the acquired assets within one year of the acquisition date.
−Removed: The aggregate preliminary fair value of consideration for the BWPS acquisition was as follows:
+Added: The aggregate fair value of consideration for the BWPS acquisition was as follows:
Schedule of preliminary Fair value Acquisition
3 unchanged sentences
Total preliminary consideration transferred
−Removed: The following information summarizes the preliminary allocation of the fair values assigned to the assets acquired at the acquisition date:
+Added: The following information summarizes the allocation of the fair values assigned to the assets acquired at the acquisition date:
Schedule Of Recognized Identified Assets Acquired And Liabilities
5 unchanged sentences
From the period of acquisition of BWPS through December 31, 2023, the Company generated total revenue and net loss of $ 338,046 and $ 559,087 , respectively.
+Added: The net loss included $ 149,139 of intangible asset amortization expense, as well as $ 580,284 of intangibles impairment.
Unaudited Pro Forma Financial Information
−Removed: The following table sets forth the pro-forma consolidated results of operations for the year ended December 31, 2022 and 2021 as if the BCP Media, BWPS, and SEO Butler acquisitions occurred on January 1, 2021.
+Added: The following table sets forth the pro-forma consolidated results of operations for the year ended December 31, 2023 and 2022 as if the BCP Media, BWPS, SEO Butler, and Contentellect acquisitions occurred on January 1, 2022.
The pro forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved if the acquisitions had taken place on the dates noted above, or of results that may occur in the future.
7 unchanged sentences
Weighted Average common shares outstanding
+Added: Impairment of Goodwill
+Added: During the year ended December 31, 2023, The Company recognized a goodwill impairment loss of $ 2,061,763 related to the BCP Media Acquisition, $ 580,284 related to the BWPS Acquisition, and $ 420,532 related to the SEO Butler Acquisition, for total aggregate goodwill impairment of $ 3,062,579 related to the above acquisitions, as a result of lower than expected cash flows from the acquired businesses and an increase in interest rates leading to a higher discount rate used.
NOTE 5 – INVESTMENTS IN JOINT VENTURES
18 unchanged sentences
Based on the cash purchase price of the additional interest, the Company determined there was an implied impairment in the amount of $ 14,401 related to the cost basis of JV II.
−Removed: The management fee to the Company described above was waived for fiscal year ended December 31, 2022 due to lower operating results of JV II.
+Added: The management fee to the Company described above was waived for fiscal years ended December 31, 2023 and 2022 due to lower operating results of JV II.
OnFolio JV III, LLC (“JV III”) was formed on January 3, 2020 under the laws of Delaware.
8 unchanged sentences
Based on the cash purchase price of the additional interest, the Company determined there was an impairment in the amount of $ 37,493 related to the cost basis of JV III.
−Removed: The management fee to the Company described above was reduced to $ 500 for fiscal year ended December 31, 2022 due to lower operating results of JV III.
+Added: The management fee to the Company described above was reduced to $ 500 for fiscal year ended December 31, 2022 due to lower operating results of JV III The management fee to the Company described above was waived for fiscal years ended December 31, 2023 due to lower operating results of JV III.
OnFolio Groupbuild 1 LLC (“Groupbuild”) was formed on April 22, 2020 under the laws of Delaware.
5 unchanged sentences
The Company acquired this interest on August 1, 2020 for $ 290,000 through issuance of a Note payable to the joint venture.
−Removed: The Company paid $ 215,000 and $ 60,000 during the years ended December 31, 2022 and 2021 and owed a total of $ 0 and $ 215,000 as of December 31, 2022 and 2020.
+Added: The Company paid $ 215,000 during the years ended December 31, 2022.
The manager of JV IV can be removed by a majority vote of the equity holders of JV IV.
1 unchanged sentence
Additionally, the income statement for JV IV for the years ended December 31, 2023 and 2022 included the following:
−Removed: For the Year ended December 31, 2022
−Removed: For the Year ended December 31, 2021
The Company recognized equity method income of $ 13,190 and $ 34,432 during the years ended December 31, 2023 and 2022, and received dividends from JV IV of $ 20,473 and $ 33,488 , which were accounted for as returns on investment.
2 unchanged sentences
Estimated life
−Removed: December 31, 2022
−Removed: December 31, 2021
Website Domains
8 unchanged sentences
Net Intangible
−Removed: On January 6, 2021, the Company acquired an additional domain name and related intellectual property for a purchase price of $ 700,000 , which was paid in cash through March 1, 2021 and recognized an as indefinite lived intangible asset.
−Removed: The Company also paid $ 42,000 as a finders fee.
−Removed: Management evaluated the transaction under ASC 805 and determined it was an asset acquisition, as substantially all of the fair value of assets acquired was concentrated in a group of similar assets, being the domain names and related intellectual property to operate those domains.
−Removed: On April 13, 2021, the Company sold one its domain sites and related intellectual property for a purchase price of $ 75,000 , with no gain or loss on the disposal.
−Removed: On August 25, 2021, the Company acquired an additional domain name and related intellectual property for a purchase price of $ 84,000 , recognized an as indefinite lived intangible asset.
−Removed: Management evaluated the transaction under ASC 805 and determined it was an asset acquisition, as substantially all of the fair value of assets acquired was concentrated in a group of similar assets, being the domain names and related intellectual property to operate those domains.
On May 2, 2022 the Company sold one its domain sites and related intellectual property for a purchase price of $ 45,694 , and recognized a loss of $ 34,306 on the disposal.
1 unchanged sentence
On October 13, 2022, the Company closed on its acquisition of the SEO Butler Acquisition.
−Removed: As part of the acquisition, the Company acquired assets related to the websites operated by SEO Butler.
+Added: As part of the acquisition, the Company acquired assets related to the online businesses operated by SEO Butler.
Pursuant to the purchase price allocation as further described in Note 4, the Company allocated $ 512,000 , which is to be amortized over the estimated life of the assets ranging from 3 - 10 years.
5 unchanged sentences
Pursuant to the purchase price allocation as further described in Note 4, the Company allocated $ 692,000 , which is to be amortized over the estimated life of the assets ranging from 3 - 10 years.
+Added: On February 1, 2023, the Company closed on its acquisition of the Contentellect Business, and allocated the entire $ 850,000 purchase price to domain name assets with an estimated life of 4 years.
+Added: During the year ended December 31, 2023, the Company recognized impairment losses of $ 889,937 of intangible assets, which was comprised of $ 700,000 related to the Mighty Deals website domains and $ 84,000 related to Pretty Neat Creative, operating under Onfolio Crafts LLC, and $ 105,937 related to various website domains operating under Onfolio Assets LLC.
The following is an amortization analysis of the annual amortization of intangible assets on a fiscal year basis as of December 31, 2023:
36 unchanged sentences
After deducting the underwriting commissions, discounts, and offering expenses, the Company received net proceeds of $ 12,225,470 .
−Removed: During the year ended December 31, 2021, the Company sold a total of 1,610,000 shares of common stock in exchange for cash proceeds of $ 2,010,000 .
Common Share Awards
During the year ended December 31, 2020, the Company granted a total of 3,233,336 shares to various employees and consultants for services rendered.
−Removed: The Company recognized stock-based compensation expense of $ 766,656 and 766,656 related to the vesting of the share awards during the year ended December 31, 2022 and 2021.
−Removed: As of December 31, 2022, the Company expects to recognize an additional $447,248 through the end of the requisite service period for these awards, assuming all shares vest.
−Removed: The requisite service period for these awards is the same as the vesting period for each award.
−Removed: As of December 31, 2022, the awards had a remaining service period of approximately 0.75 year.
−Removed: The Company also awarded a total of 2,800 shares of common stock to the Company’s four independent members of the Board of Directors, with a fair value of $ 16,667 based on the most recent price of common stock sold for cash recognized as part of stock-based compensation during the year ended December 31, 2022.
−Removed: The Company also recognized $ 40,000 of stock-based compensation for director compensation during the year ended December 31, 2022.
−Removed: The first and second quarter shares were awarded to directors immediately, and the Company agreed to issue $ 5,000 worth of shares per director each quarter in the future and pay $ 2,500 in cash per director per quarter.
−Removed: As of December 31, 2022, the Company had accrued $ 60,000 in cash compensation to the directors, included in accounts payable and other liabilities on the consolidated balance sheet.
+Added: The Company recognized stock-based compensation expense of $ 447,248 and $ 766,656 related to the vesting of the share awards during the year ended December 31, 2023 and 2022, respectively.
+Added: As of December 31, 2023, the shares have vested in full and no additional expense is to be recognized related to these awards.
Stock Options
−Removed: During the year ended December 31, 2022, the Company issued a total of 49,560 options with an exercise price of $5.95, and an exercise term of three years.
+Added: During the year ended December 31, 2023, the Company awarded an aggregate of 60,000 common stock options to the non-employee directors of the Company, of which 30,000 vested immediately, and 2,500 per quarter thereafter until fully vested.
+Added: One consultant was awarded 36,000 options that vest monthly over a one year period.
+Added: The fair value of the stock options was estimate using a black-Scholes option pricing model and the following assumptions:
+Added: 1) dividend yield of 0%;
+Added: 2) risk-free rate of between 3.70% and 4.22%;
+Added: 3) volatility of between 90.14% and 92.85% based on a group of peer group companies;
+Added: and an expected term of five to ten years .
+Added: During the year ended December 31, 2022, the Company issued a total of 49,560 options to certain employees of the Company with an exercise price of $5.95, and an exercise term of three years.
The Company estimated fair value of these options to be $4.41 per share using a Black-Scholes option pricing model, and the expense associated with the options will be recognized over the requite service period of 20 months .
−Removed: The Company also awarded an additional 23,100 options with an exercise price of $14.29 per share and an exercise term of three years.
+Added: The Company also awarded an additional 23,100 options to certain employees of the Company, with an exercise price of $14.29 per share and an exercise term of three years.
The Company estimated fair value of these options to be $3.63 per share using a Black-Scholes option pricing model, and the expense associated with the options will be recognized over the requite service periods of between 24 and 30 months.
4 unchanged sentences
4) a common stock price of $5.95 based on the most recent common stock sales for cash, and 5) an expected term of three years .
−Removed: During the year ended December 31, 2021, the Company award 10,000 common stock options to an employee, of which 500 vested immediately, and 500 per month thereafter until fully vested.
−Removed: The fair value of the stock options was estimate using a black-Scholes option pricing model and the following assumptions:
−Removed: 1) dividend yield of 0%;
−Removed: 2) risk-free rate of 0.49%;
−Removed: 3) volatility of 127.6% based on a group of peer group companies ;
−Removed: and an expected term of three years.
A summary of stock option information is as follows:
−Removed: Weighted Average Grant Date Fair Value
−Removed: Weighted Average Exercise price
Outstanding at December 31, 2021
5 unchanged sentences
The weighted average remaining contractual life is approximately 7.24 years for stock options outstanding with no intrinsic value of as of December 31, 2023.
−Removed: The Company recognized stock-based compensation of $ 121,672 .
+Added: The Company recognized stock-based compensation of $ 124,310 and $ 121,672 during the years ended December 31, 2023 and 2022, respectively.
The Company expects to recognize an additional $ 30,249 of compensation cost related to options that are expected to vest.
1 unchanged sentence
A summary of stock warrant information is as follows:
−Removed: Weighted Average Grant Date Fair Value
−Removed: Weighted Average Exercise price
Outstanding at December 31, 2021
1 unchanged sentence
Outstanding at December 31, 2022
+Added: Forfeited and cancelled
+Added: Outstanding at December 31, 2023
Exercisable at December 31, 2023
2 unchanged sentences
From time to time, the Company pays expenses directly on behalf of the Joint Ventures that it manages and receives funds on behalf of the joint ventures.
−Removed: As of December 31, 2022 the balances due from related parties were $ 54,858 included in current liabilities.
+Added: As of December 31, 2023 and 2022 the balances due from related parties were $ 93,372 and $ 54,858 included in current liabilities.
During the year ended December 31, 2022, the Company paid the $ 215,000 related to the Company’s capital contribution for its equity interest in JV IV.
1 unchanged sentence
Additionally, the Company received its investments in JV I, JV II and JV III from the CEO.
−Removed: As of December 31, 2022, the Company was owed $ 36,854 by the entities controlled by the Company’s CEO, and the Company owed the CEO $ 0 and $ 480 as of December 31, 2022 and 2021, respectively.
+Added: As of December 31, 2023 and 2022, the Company was owed $ 36,994 and $ 36,854 by the entities controlled by the Company’s CEO.
+Added: The Company recognized $ 40,000 of stock-based compensation for director compensation during the year ended December 31, 2022.
+Added: As of December 31, 2023 and 2022, the Company had accrued $ 90,000 and $ 60,000 in cash compensation to the directors, included in accounts payable and other liabilities on the consolidated balance sheet.
No member of management has benefited from the transactions with related parties.
NOTE 9 – NOTES PAYABLE
−Removed: On March 15, 2021, the Company entered into a short term financing agreement with a payment services provider for total principal of $ 54,240 and received cash proceeds of $ 48,000 .
−Removed: The Company will pay 17% of its daily sales through the service provider until the total principal is repaid.
−Removed: As of December 31, 2021 the balance had been repaid in full.
−Removed: On September 16, 2021, the Company entered into a short term financing agreement with a payment services provider for total principal of $ 66,600 and received cash proceeds of $ 60,000 .
−Removed: The Company will pay 17 % of its daily sales through the service provider until the total principal is repaid.
−Removed: As of December 31, 2022 the balance had been repaid in full.
On June 13, 2022, the Company entered into a short term financing agreement with a payment services provider for total principal of $ 47,520 and received cash proceeds of $ 44,000 .
3 unchanged sentences
The Company will pay 17 % of its daily sales processed through the service provider until the total principal is repaid.
−Removed: As of December 31, 2022 the Company owed $ 68,959 .
+Added: As of December 31, 2023 and 2022 the Company owed $ 0 and $ 68,959 , respectively.
+Added: On October 13, 2022, the Company entered into the BCP Note as part of the acquisition of BCP media.
+Added: The BCP Note had a principal sum of $2,399,000, and matured on the one year anniversary from the date of the BCP Note.
+Added: Interest on the outstanding principal balance of, and all other sums owing under the Loan Amount, was three percent (3%), compounded annually.
+Added: The Loan Amount was payable as follows:
+Added: (i) commencing on the date that was thirty (30) days from the date of the BCP Note, and continuing monthly on such same day thereafter, the Company made an interest only payment to BCP Media equal to $5,997.50 per month;
+Added: and (ii) the entire Loan Amount, together with all accrued but unpaid interest thereon, was due and payable on the Maturity Date .
+Added: During the year ended December 31, 2023, the Company repaid the principal balance of the loan in full.
NOTE 10 - INCOME TAXES
1 unchanged sentence
The components of the income tax provision on the consolidated statements of operations is as follows:
−Removed: December 31, 2022
−Removed: December 31, 2021
Current tax expense
2 unchanged sentences
The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:
−Removed: December 31, 2022
−Removed: December 31, 2021
Income tax benefit computed at the statutory rate
9 unchanged sentences
The Company has the following operating loss carry forwards.
−Removed: December 31, 2022
−Removed: December 31, 2021
Net Operating loss carry forwards
Valuation allowance
+Added: ( 1,254,474 )
Deferred tax assets
1 unchanged sentence
Management has evaluated events through March 31, 2024, the date these financial statements were available for issuance, and determined there were no events requiring disclosures, except as noted below.
−Removed: On January 13, 2023, the Company, through its subsidiary Onfolio Assets, LLC entered into an Asset Purchase Agreement (“Asset Purchase Agreement”) with Contentellect Limited (“Contentellect”), a Guernsey limited liability company, and Mark Whitman, the sole owner of Contentellect, for the purchase of substantially all of Contentellect’s assets utilized in the operation of the business of providing online (i) content writing services (including white label content creation, eBook writing and eCommerce product description writing), (ii) website link building services (including white label link building, HARO link building and SEO outreach services), (iii) social media marketing services, and (iv) virtual assistant services to individuals, businesses and agencies through the website that the domain name www.contentellect.com points at (the “Business”).
−Removed: Pursuant to the Asset Purchase Agreement, and subject to the terms and conditions contained therein, at the closing, Contentellect agreed to sell to Onfolio Assets LLC the assets, properties and rights of every kind and nature related to the Business (collectively, the “Acquired Assets”), all as more fully described in the Asset Purchase Agreement.
−Removed: The aggregate purchase price for the Acquired Assets is Eight Hundred and Fifty Thousand US Dollars ($ 850,000 ) payable in cash at the closing.
+Added: On December 31, 2023, Onfolio Holdings Inc.
+Added: (the “ Company ”) and RevenueZen LLC, a Delaware limited liability company (“ RevenueZen Delaware ”) and subsidiary of the Company entered into and closed an asset purchase agreement (the “ Asset Purchase Agreement ”) with RevenueZen LLC, an Oregon limited liability company (“ RevenueZen ”), for the purchase of substantially all of the assets utilized in the operation of the RevenueZen business.
+Added: RevenueZen works with B2B brands to grow their organic and referral traffic.
+Added: In addition, they provide and consult on content marketing services to help convert that traffic into paying customers.
+Added: Services range from Search Engine Optimization (‘SEO’) to Linkedin marketing.
+Added: Pursuant to the Asset Purchase Agreement, and subject to the terms and conditions contained therein, at the closing, RevenueZen agreed to sell to RevenueZen Delaware the RevenueZen Business, all as more fully described in the Asset Purchase Agreement.
+Added: The aggregate purchase price for the RevenueZen Business was $1,105,000, consisting of $240,000 in cash at closing, $425,000 in Onfolio Series A Preferred Shares, and a $440,000 11% interest only secured promissory note made by RevenueZen Delaware due December 31, 2025 (the “ Promissory Note ”).
+Added: Additionally, for up to 12 months, additional earn-out payments could be paid to RevenueZen pursuant to the earn-out formula described in the Asset Purchase Agreement.
+Added: In addition, five RevenueZen founders received a total of a 12% roll-over equity interest RevenueZen Delaware, and they will serve in leadership roles with the RevenueZen Delaware team.
+Added: Also, certain of the founders received a total of 270,000 non-qualified stock options to purchase Company common shares at $ 0.51 per share pursuant to the Company’s 2020 Equity Compensation Plan.
+Added: The Company transferred consideration to the sellers of RevenueZen and obtained full control of the RevenueZen business in January 2024.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
+Added: ONFOLIO HOLDINGS INC.
+Added: /s/ Dominic Wells
+Added: Dominic Wells,
+Added: Chief Executive Officer
+Added: (Principal Executive Officer)
+Added: April 1, 2024
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
+Added: /s/ Dominic Wells
+Added: Chief Executive Officer, Principal Executive Officer, Chair of the Board of Directors
+Added: April 1, 2024
+Added: Dominic Wells
+Added: /s/ Esbe van Heerden
+Added: Chief Financial Officer, President, Principal Financial and Accounting Officer
+Added: April 1, 2024
+Added: Esbe van Heerden
+Added: /s/ Andrew Lawrence
+Added: April 1, 2024
+Added: Andrew Lawrence
+Added: /s/ David McKeegan
+Added: April 1, 2024
+Added: David McKeegan
+Added: /s/ Robert J.
+Added: April 1, 2024
+Added: April 1, 2024
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.