Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Cover [Abstract] | |
Entity Registrant Name | ONFOLIO HOLDINGS INC. |
Entity Central Index Key | 0001825452 |
Document Type | POS AM |
Amendment Flag | true |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Document Period End Date | Dec. 31, 2022 |
Entity Filer Category | Non-accelerated Filer |
Entity Ex Transition Period | false |
Entity Incorporation State Country Code | DE |
Entity Tax Identification Number | 37-1978697 |
Entity Address Address Line 1 | 1007 North Orange Street, 4th Floor |
Entity Address City Or Town | Wilmington |
Entity Address State Or Province | DE |
Entity Address Postal Zip Code | 19801 |
City Area Code | 682 |
Local Phone Number | 990-6920 |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 6,701,122 | $ 1,710,318 |
Accounts receivable, net | 137,598 | 14,624 |
Inventory | 105,129 | 98,397 |
Prepaids and other current assets | 212,180 | 159,791 |
Total Current Assets | 7,156,029 | 1,983,130 |
Intangible assets | 3,864,618 | 1,388,260 |
Goodwill | 4,209,126 | 0 |
Due from related party | 111,720 | 51,095 |
Investment in unconsolidated joint ventures, cost method | 154,007 | 138,401 |
Investment in unconsolidated joint ventures, equity method | 280,326 | 279,382 |
Total Assets | 15,775,826 | 3,840,268 |
Current Liabilities: | ||
Accounts payable and other current liabilities | 550,454 | 222,543 |
Dividends payable | 54,404 | 1,498 |
Due to joint ventures | 0 | 9,105 |
Acquisition notes payable | 2,456,323 | 17,323 |
Notes payable | 68,959 | 28,514 |
Due to related parties | 0 | 480 |
Contingent consideration | 60,000 | 0 |
Deferred revenue | 113,251 | 32,000 |
Total Current Liabilities | 3,303,391 | 311,463 |
Due to joint ventures - long term | 0 | 155,000 |
Total Liabilities | 3,303,391 | 466,463 |
Stockholders' Equity: | ||
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 | 5,110 | 2,354 |
Additional paid-in capital | 19,950,774 | 6,522,382 |
Accumulated other comprehensive income | 96,971 | 0 |
Accumulated deficit | (7,580,490) | (3,150,988) |
Total Stockholders' Equity | 12,472,435 | 3,373,805 |
Total Liabilities and Stockholders' Equity | 15,775,826 | 3,840,268 |
Series A Preferred stock [Member] | ||
Stockholders' Equity: | ||
Preferred stock, Value | $ 70 | $ 57 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Common Stock Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Shares Issued | 5,110,195 | 2,353,645 |
Common Stock, Shares Outstanding | 5,110,195 | 2,353,645 |
Preferred Stock, Shares Outstanding | 69,660 | 56,600 |
Series A Preferred stock [Member] | ||
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 69,660 | 56,800 |
Preferred Stock, Shares Outstanding | 69,660 | 56,800 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Consolidated Statements of Operations | ||
Revenue, services | $ 544,822 | $ 507,532 |
Revenue, product sales | 1,674,993 | 1,301,011 |
Total Revenue | 2,219,815 | 1,808,543 |
Cost of revenue, services | 356,957 | 447,325 |
Cost of revenue, product sales | 664,405 | 626,185 |
Total cost of revenue | 1,021,362 | 1,073,510 |
Gross profit | 1,198,453 | 735,033 |
Operating expenses | ||
Selling, general and administrative | 4,271,865 | 2,479,152 |
Professional fees | 509,941 | 208,193 |
Acquisition costs | 527,792 | 0 |
Total operating expenses | 5,309,598 | 2,687,345 |
Loss from operations | (4,111,145) | (1,952,312) |
Other income (expense) | ||
Equity method income | 34,432 | 50,684 |
Dividend income | 3,193 | 9,970 |
Interest income (expense), net | (2,152) | (9,805) |
Other income | 13,223 | 0 |
Impairment of investments | (137,602) | 0 |
Loss on sale of asset | (34,306) | 0 |
Total other income | (123,212) | 50,849 |
Loss before income taxes | (4,234,357) | (1,901,463) |
Income tax (provision) benefit | 0 | 1,314 |
Net loss | (4,234,357) | (1,900,149) |
Preferred Dividends | (195,145) | (106,825) |
Net loss to common shareholders | $ (4,429,502) | $ (2,006,974) |
Net loss per common shareholder Basic and diluted | $ (1.35) | $ (0.96) |
Weighted average shares outstanding Basic and diluted | 3,285,934 | 2,080,733 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Accumulated other comprehensive loss |
Balance, shares at Dec. 31, 2020 | 2,015,546 | |||||
Balance, amount at Dec. 31, 2020 | $ 1,187,748 | $ 0 | $ 2,016 | $ 2,329,747 | $ (1,144,015) | $ 0 |
Preferred Shares for cash, shares | 56,800 | |||||
Preferred Shares for cash, amount | 1,415,000 | $ 57 | $ 0 | 1,414,943 | 0 | 0 |
Common stock sold for cash, shares | 338,100 | |||||
Common stock sold for cash, amount | 2,010,000 | 0 | $ 338 | 2,009,662 | 0 | 0 |
Stock-based compensation | 768,030 | 0 | 0 | 768,030 | 0 | 0 |
Preferred dividends | (106,825) | 0 | 0 | 0 | (106,825) | 0 |
Net loss | (1,900,148) | $ 0 | $ 0 | 0 | (1,900,148) | 0 |
Balance, shares at Dec. 31, 2021 | 56,800 | 2,353,646 | ||||
Balance, amount at Dec. 31, 2021 | 3,373,805 | $ 57 | $ 2,354 | 6,522,382 | (3,150,988) | 0 |
Preferred Shares for cash, shares | 12,860 | |||||
Preferred Shares for cash, amount | $ 321,500 | $ 13 | $ 0 | 321,487 | 0 | 0 |
Common stock sold for cash, shares | 2,753,750 | 2,753,750 | ||||
Common stock sold for cash, amount | $ 12,104,667 | 0 | $ 2,754 | 12,101,913 | 0 | 0 |
Stock-based compensation | 944,995 | 0 | 2 | 944,993 | 0 | 0 |
Preferred dividends | (195,145) | 0 | 0 | 0 | (195,145) | 0 |
Net loss | (4,234,357) | 0 | $ 0 | 0 | (4,234,357) | 0 |
Stock-based compensation, shares | 2,800 | |||||
Warrants issued for acquisition | 60,000 | 0 | $ 0 | 60,000 | 0 | 0 |
Foreign currency translation | 96,971 | $ 0 | $ 0 | 0 | 0 | 96,971 |
Balance, shares at Dec. 31, 2022 | 69,660 | 5,110,196 | ||||
Balance, amount at Dec. 31, 2022 | $ 12,472,435 | $ 70 | $ 5,110 | $ 19,950,774 | $ (7,580,490) | $ 96,971 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities | ||
Net loss | $ (4,234,357) | $ (1,900,148) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Deferred tax expense (benefit) | 0 | (1,314) |
Stock-based compensation expense | 944,995 | 768,030 |
Equity method income | (34,432) | (50,684) |
Dividends received from equity method investment | 33,488 | 63,798 |
Impairment of Cost method investment | 51,894 | 0 |
Loss on sale of asset | 34,306 | 0 |
Amortization of intangible assets | 124,832 | 0 |
Net change in: | ||
Accounts receivable | (122,974) | 39,277 |
Inventory | 8,125 | (58,806) |
Prepaids and other current assets | (52,389) | (142,110) |
Accounts payable and other current liabilities | 325,706 | 185,651 |
Due to joint ventures | (9,730) | (7,532) |
Deferred revenue | 60,123 | 3,000 |
Due to related parties | (480) | (39,643) |
Net cash used in operating activities | (2,870,893) | (1,140,481) |
Cash Flows from Investing Activities | ||
Proceeds from sale of intangible assets | 45,694 | 75,000 |
Purchase of intangible assets | 0 | (784,000) |
Cash paid to acquire businesses | (4,261,413) | 0 |
Advances to related parties | 0 | (9,526) |
Investments in joint ventures | (67,500) | (49,401) |
Net cash used in investing activities | (4,283,219) | (767,927) |
Cash Flows from Financing Activities | ||
Proceeds from sale of common stock | 12,104,667 | 2,010,000 |
Proceeds from sale of Series A preferred stock | 321,500 | 1,415,000 |
Payments of preferred dividends | (142,239) | (105,327) |
Payment of contribution to joint venture note payable | (215,000) | (60,000) |
Payments on acquisition note payable | 0 | (191,170) |
Proceeds from notes payable | 44,000 | 108,000 |
Payments on note payables | (3,555) | (79,486) |
Net cash provided by financing activities | 12,109,373 | 3,097,017 |
Effect of foreign currency translation | 35,543 | 0 |
Net Change in Cash | 4,990,804 | 1,188,609 |
Cash, Beginning of Period | 1,710,318 | 521,709 |
Cash, End of Period | 6,701,122 | 1,710,318 |
Cash Paid For: | ||
Income Taxes | 0 | 0 |
Interest | 7,082 | 9,805 |
Non-cash transactions: | ||
Notes payable issued for asset acquisitions | $ 2,439,000 | $ 0 |
NATURE OF BUSINESS AND ORGANIZA
NATURE OF BUSINESS AND ORGANIZATION | 12 Months Ended |
Dec. 31, 2022 | |
NATURE OF BUSINESS AND ORGANIZATION | |
NATURE OF BUSINESS AND ORGANIZATION | NOTE 1 – NATURE OF BUSINESS AND ORGANIZATION Onfolio Holdings, Inc. (“Company”) was incorporated on July 20, 2020 under the laws of Delaware to acquire and develop high-growth and profitable internet businesses. The Company primarily earns revenue through website management, digital services, advertising and content placement on its websites, and product sales on certain sites. The Company owns multiple websites and manages websites on behalf of certain unconsolidated entities in which it holds equity interests. 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. 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. 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. 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. Onfolio LLC is a Delaware LLC and was formed on May 14, 2019 by the sole member Dominic Wells. On December 2, 2020, the Company created a wholly-owned subsidiary, Vital Reaction, LLC in the state of Delaware. 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. On November 15, 2021, the Company created a wholly-owned subsidiary, Onfolio Assets, LLC in the state of Delaware. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). The Company’s fiscal year end is December 31. The consolidated financial statements of the Company include the accounts of its wholly owned subsidiaries and other controlled entities. The Company’s wholly-owned subsidiaries are Onfolio LLC, Vital Reaction, LLC, Mighty Deals LLC, Onfolio Assets, LLC, SEO Butler Limited and Onfolio Crafts LLC. All intercompany transactions and balances have been eliminated in consolidation. Foreign Currency Translation Gains (Losses) The Company, and its subsidiaries Onfolio LLC, Vital Reaction, LLC, Mighty Deals LLC, Onfolio Assets, LLC, and Onfolio Crafts LLC, maintain their accounting records in U.S. Dollars. The Company’s operating subsidiary, SEO Butler, is located in the United Kingdom and maintains its accounting records in Great Britain Pounds, which is its functional currency. Assets and liabilities of the subsidiary are translated into U.S. dollars at exchange rates at the balance sheet date, equity accounts are translated at historical exchange rate and revenues and expenses are translated by using the average exchange rates for the period. Translation adjustments are reported as a separate component of other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss. Foreign currency denominated transactions are translated at exchange rates approximating those in effect at the transaction dates. Investment in Unconsolidated Entities – Equity and Cost Method Investments We account for our interests in entities in which we are able to exercise significant influence over operating and financial policies, generally 50% or less ownership interest, under the equity method of accounting. In such cases, our original investments are recorded at cost and adjusted for our share of earnings, losses and distributions. We account for our interests in entities where we have virtually no influence over operating and financial policies under the cost method of accounting. In such cases, our original investments are recorded at cost and any distributions received are recorded as income. Our investments in OnFolio JV I, LLC (“JV I”), OnFolio JV II, LLC (“JV II”) and OnFolio JV III, LLC (“JV III”) are accounted for under the cost method. All investments are subject to our impairment review policy. The 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. Variable Interest Entities Variable interest entities (“VIEs”) are consolidated when the investor is the primary beneficiary. A primary beneficiary is the variable interest holder in a VIE with both the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and the obligation to absorb losses, or the right to receive benefits that could potentially be significant to the VIE. Management concluded that the joint ventures do not qualify as variable interest entities under the requirements of ASC 810. The Company accounts for its investments in the joint ventures under either the cost or equity method based on the equity ownership in each entity. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. The Company uses significant judgements when making estimates related to the assessment of control over variable interest entities, valuation of deferred tax assets and impairment of long lived assets. Actual results could differ from those estimates. Cash and Cash Equivalent Cash and cash equivalents include cash on hand, demand deposits with banks and liquid investments with an original maturity of three months or less. Inventories Inventories are stated at the lower of actual cost or net realizable value. Cost is determined by using the first-in, first-out (FIFO) method. Long-lived Assets The Company amortizes acquired definite-lived intangible assets over their estimated useful lives. Other indefinite-lived intangible assets are not amortized but subject to annual impairment tests. In accordance with ASC 360 “Property Plant and Equipment,” the Company reviews the carrying value of intangibles subject to amortization and long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value. Revenue Recognition The Company follows the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (the “new revenue standard”) to all contracts using the modified retrospective method. Revenue is recognized based on the following five step model: - Identification of the contract with a customer - Identification of the performance obligations in the contract - Determination of the transaction price - Allocation of the transaction price to the performance obligations in the contract - Recognition of revenue when, or as, the Company satisfies a performance obligation The Company primarily earns revenue through website management, digital services, advertising and content placement on its websites, product sales, and digital product sales. Management services revenue is earned and recognized on a monthly basis as the services are provided. Advertising and content revenue is earned and recognized once the content is presented on the Company’s sites in accordance with the customer requirements. Product sales are recognized at the time the product is shipped to the customer. In certain circumstances, products are shipped directly by a supplier to the end customer at the Company’s request. The Company determined that it is the primary obligor in these contracts due to being responsible for fulfilling the customer contract, establishing pricing with the customer, and taking on credit risk from the customer. The Company recognizes revenue from these contracts with customers on a gross basis. Digital product sales represent electronic content that is transferred to the customer at time of purchase. The Company also earns revenue from online course subscriptions that may have monthly or annual subscriptions. In circumstances when a customer purchases an annual subscription upfront, the Company defers the revenue until the performance obligation has been satisfied. As of December 31, 2022, the Company has $48,037 in deferred revenue related to unsatisfied performance obligations that are expected to be recognized during fiscal 2023. The following table presented disaggregated revenue information for the years ended December 31, 2022 and 2021: For the Year ended December 31, 2022 For the Year ended December 31, 2021 Website management $ 296,211 $ 304,587 Advertising and content revenue 248,611 204,910 Product sales 609,776 661,154 Digital Product Sales 1,065,217 636,192 Other - 1,700 Total revenue $ 2,219,815 $ 1,808,543 The Company does not have any single customer that accounted for greater than 10% of revenue during the years ended December 31, 2022 and 2021. Cost of Revenue Cost of product revenue consists primarily of costs associated with the acquisition and shipment of products being sold through the Company’s online marketplaces, and the costs of its service revenue, which include website content creation costs including contract labor, domain and hosting costs and certain software costs related to website operations. Cost of Service revenue consists primarily of costs associated with the acquisition and shipment of products being sold through the Company’s online marketplaces, and the costs of its service revenue, which include website content creation costs including contract labor, domain and hosting costs and certain software costs related to website operations. Net Income (Loss) Per Share In accordance with ASC 260 “Earnings per Share,” basic net loss per common share is computed by dividing net loss for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss for the period by the weighted average number of common and common equivalent shares, such as stock options and warrants, outstanding during the period. Such common equivalent shares have not been included in the computation of net loss per share as their effect would be anti-dilutive. Income Taxes The Company accounts for income taxes in accordance with ASC 740, which requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. Tax benefits of uncertain tax positions are recorded only where the position is “more likely than not” to be sustained based on their technical merits. The amount recognized is the amount that represents the largest amount of tax benefit that is greater than 50% likely of being ultimately realized. A liability is recognized for any benefit claimed or expected to be claimed, in a tax return in excess of the benefit recorded in the financial statements, along with any interest and penalty (if applicable) in such excess. The Company has no uncertain tax positions as of December 31, 2022 or 2021. Fair Value of Financial Instruments The carrying value of short-term instruments, including cash, accounts payable and accrued expenses, and notes payable approximate fair value due to the relatively short period to maturity for these instruments. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows: Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. Stock-Based Compensation Accounting Standards Codification (“ASC”) 718, “Accounting for Stock-Based Compensation” established financial accounting and reporting standards for stock-based compensation plans. It defines a fair value-based method of accounting for an employee stock option or similar equity instrument. Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The valuation of employee stock options is an inherently subjective process, since market values are generally not six Expected Dividends. not Expected Volatility. Risk-Free Interest Rate. zero Expected Term. Stock Option Exercise Price and Grant Date Price of Common Stock. 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”. 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 The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on Company’s results of operations, financial position or cash flow. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2022 | |
GOING CONCERN | |
GOING CONCERN | NOTE 3 – GOING CONCERN These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At December 31, 2022 the Company had not yet achieved consistent profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity or debt financing and/or related party advances. However there is no assurance of additional funding being available. |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 12 Months Ended |
Dec. 31, 2022 | |
BUSINESS ACQUISITIONS | |
BUSINESS ACQUISITIONS | NOTE 4 – BUSINESS ACQUISITIONS SEO Butler Acquisition On October 6, 2022, the Company entered into a Share Purchase Agreement (“Share Purchase Agreement”) with i2W Ltd, a company Pursuant to the Share Purchase Agreement, and on the terms and subject to the conditions contained therein, at the closing, the Company purchased the Sale Shares from the Seller, all as more fully described in the Share Purchase Agreement. The aggregate purchase price paid by the Company was $950,000. The transaction closed on October 13, 2022. The acquisition of SEO Butler is being accounted for as a business combination under ASC 805. 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. The aggregate preliminary fair value of consideration for the SEO Butler Acquisition was as follows: Schedule of preliminary Fair value Acquisition Amount Cash paid to seller 950,000 Total preliminary consideration transferred $ 950,000 The following information summarizes the preliminary allocation of the fair values assigned to the assets acquired at the acquisition date: Schedule Of Recognized Identified Assets Acquired And Liabilities Cash Acquired $ 38,587 Other Current assets 14,858 Website domains 70,000 Customer relationships 322,000 Trademarks and Trade Names 90,000 Non-Compete agreement 30,000 Goodwill 407,888 Accounts payable and other accrued liabilities (2,205 ) Deferred revenue (21,128 ) Net assets acquired $ 950,000 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. 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. 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: ProofreadAnywhere.com, WorkAtHomeSchool.com, and WorkYourWay2020.com. Pursuant to the BCP Asset Purchase Agreement, and subject to the terms and conditions contained therein, BCP Media sold to the Company the purchased assets, all as more fully described in the BCP Asset Purchase Agreement. The purchase price was paid as follows: $4,499,000, plus a warrant to purchase up to 20,000 shares of the Company’s common stock at the price of $4.75 per share (the “Warrant”), with $2,100,000 paid in cash at the closing and $2,399,000 paid via a promissory note (the “BCP Note”). The BCP Note was made by the Company to BCP Media. The BCP Note has the principal sum of $2,399,000 (the “Loan Amount”) and it matures on the one year anniversary from the date of the BCP Note (the “Maturity Date”). Interest on the outstanding principal balance of, and all other sums owing under the Loan Amount, is three percent (3%) (the “Interest Rate”), compounded annually. Upon the occurrence of an Event of Default (as defined in the BCP Note), the Interest Rate automatically increases to the rate of eight percent (8%) per annum, compounded annually. The Loan Amount is payable as follows: (i) commencing on the date that is thirty (30) days from the date of the BCP Note, and continuing monthly on such same day thereafter, the Company shall make an interest only payment to BCP Media equal to $5,997.50 per month; and (ii) the entire Loan Amount, together with all accrued but unpaid interest thereon, shall be due and payable on the Maturity Date. The acquisition of BCP Media assets is being accounted for as a business combination under ASC 805. 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. The aggregate preliminary fair value of consideration for the BCP Media acquisition was as follows: Schedule of preliminary Fair value Acquisition Amount Cash paid to seller 2,100,000 Notes payable issued to seller 2,399,000 Warrants to purchase common shares issued to seller 60,000 Total preliminary consideration transferred $ 4,559,000 The following information summarizes the preliminary allocation of the fair values assigned to the assets acquired at the acquisition date: Schedule Of Recognized Identified Assets Acquired And Liabilities Website domains $ 220,000 Customer relationships 813,000 Trademarks and Trade Names 330,000 Non-Compete agreement 80,000 Goodwill 3,116,000 Net assets acquired $ 4,559,000 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. BWPS Acquisition On October 3, 2022, the Company entered into an Asset Purchase Agreement (“Asset Purchase Agreement”) with Hoang Huu Thinh, an individual (“ Hoang”). 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. 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. The aggregate purchase price for the WordPress Websites Business is as follows: (i) $1,250,000 paid in cash at the closing and $4,000,000 paid via a promissory note to be made by Onfolio, LLC payable to Hoang after the performance of certain obligations by Hoang and others as provided for in the Asset Purchase Agreement; and (ii) up to $60,000 in cash pursuant to the earn-out provisions of the Asset Purchase Agreement. The transaction closed on October 25, 2022. The acquisition of BWPS assets is being accounted for as a business combination under ASC 805. 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. The aggregate preliminary fair value of consideration for the BWPS acquisition was as follows: Schedule of preliminary Fair value Acquisition Amount Cash paid to seller 1,250,000 Notes payable issued to seller 40,000 Contingent liability for earn-out provision 60,000 Total preliminary consideration transferred $ 1,350,000 The following information summarizes the preliminary allocation of the fair values assigned to the assets acquired at the acquisition date: Schedule Of Recognized Identified Assets Acquired And Liabilities Website domains $ 130,000 Customer relationships 482,000 Trademarks and Trade Names 50,000 Non-Compete agreement 30,000 Goodwill 658,000 Net assets acquired $ 1,350,000 From the period of acquisition of BWPS through December 31, 2022, the Company generated total revenue and net loss of $18,622 and $15,632, respectively. Unaudited Pro Forma Financial Information 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. The pro forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved if the acquisitions had taken place on the dates noted above, or of results that may occur in the future. Year ended December 31, 2022 2021 Revenue $ 5,469,361 $ 6,291,649 Operating loss (3,029,332 ) (1,485,459 ) Net loss (3,165,942 ) (1,278,558 ) Net loss per common share $ (0.96 ) $ (0.05 ) Weighted Average common shares outstanding 3,285,934 2,080,733 |
INVESTMENTS IN JOINT VENTURES
INVESTMENTS IN JOINT VENTURES | 12 Months Ended |
Dec. 31, 2022 | |
INVESTMENTS IN JOINT VENTURES | |
INVESTMENTS IN JOINT VENTURES | NOTE 5 – INVESTMENTS IN JOINT VENTURES The Company holds various investments in certain joint ventures as described below. Cost method investments OnFolio JV I, LLC (“JV I”) was formed on October 11, 2019 under the laws of Delaware. OnFolio LLC is the managing member of JV I and has operational and financial decision making. The manager of JV 1 can be removed by a majority vote of the equity holders of JV I. On August 1, 2020, the Company received an investment of 2.72% by assignment from Dominic Wells, the Company’s CEO, who invested $10,000 into JV I for the equity interest.. As manager of JV I, the Company will receive a monthly management fee of $2,500, and 50% of net profits of JV I above the monthly minimum of $12,500. In the event of the sale of a website that JV I manages, the Company will received 50% of the excess of the sales price above the price paid for the site. During the year ended December 31, 2022, the Company purchased an additional 10.91% interest from existing owners for $52,500 in cash, bringing its total equity interest to 13.65%. OnFolio JV II, LLC (“JV II”) was formed on November 8, 2019 under the laws of Delaware. OnFolio LLC is the managing member of JV II and has operational and financial decision making. The manager of JV II can be removed by a majority vote of the equity holders of JV II. On August 1, 2020, the Company received an investment of approximately 2.14% by assignment from Dominic Wells, the Company’s CEO, who invested $10,000 into JV II for the equity interest.. Additionally, during the year ending December 31, 2020 the CEO acquired an additional interest from an existing JV II investor and transferred it to the Company, bringing its total equity interest in JV II to 4.28%. During the year ending December 31, 2021, the company acquired additional interest from an existing JV II investor by paying $9,400 for his 2.14%, bringing its total equity interest in JV II to 6.42%. As manager of JV II, the Company will receive a monthly management fee of $1,500, and 50% of net profits of JV II above the monthly minimum of $16,500. In the event of the sale of a website that JV II manages, the Company will receive 50% of the excess of the sales price above the price paid for the site. During the year ended December 31, 2022, the Company purchased an additional 4.28% interest from an existing owner for $10,000 in cash, bringing its total equity interest to 10.70%. Based on the cash purchase price of the additional interest, the Company determined there was an implied impairment in the amount of $14,401 related to the cost basis of JV II. The management fee to the Company described above was waived for fiscal year ended December 31, 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. OnFolio LLC is the managing member of JV III and has operational and financial decision making. The manager of JV 1 can be removed by a majority vote of the equity holders of JV III. On August 1, 2020, the Company received an investment of approximately 1.94% by assignment from Dominic Wells, the Company’s CEO, who invested $10,000 into JV I for the equity interest. The $10,000 owed by the Company is included in Due to related parties on the consolidated balance sheet as of December 31, 2020. During the year ending December 31, 2021, the company acquired additional interests from existing JV II investors by paying $40,000 for 7.7652%, bringing its total equity interest in JV III to 9.7052%. As manager of JV III, the Company will receive a monthly management fee of $3,000, and 50% of net profits of JV III above the monthly minimum of $16,500. In the event of the sale of a website that JV III manages, the Company will receive 50% of the excess of the sales price above the price paid for the site. During the year ended December 31, 2022, the Company purchased an additional 3.88% interest from an existing owner for $5,000 in cash, bringing its total equity interest to 13.59%. 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. 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. OnFolio Groupbuild 1 LLC (“Groupbuild”) was formed on April 22, 2020 under the laws of Delaware. The Company, as manager, is entitled to 20% of the profits of Groupbuild, and an annual management fee of $15,000. The Company was assigned a 20% interest in Groupbuild by the Company’s CEO on August 1, 2020. Equity Method Investments OnFolio JV IV, LLC (“JV IV”) was formed on January 3, 2020 under the laws of Delaware. The Company holds an equity interest of 35.8% in JV IV, and is the manager of JV IV. The Company acquired this interest on August 1, 2020 for $290,000 through issuance of a Note payable to the joint venture. The Company paid $215,000 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. The manager of JV IV can be removed by a majority vote of the equity holders of JV IV. The balance sheet of JV IV at December 31, 2022 included total assets of $855,442 and total liabilities of $4,130. Additionally, the income statement for JV IV for the years ended December 31, 2022 and 2021 included the following: For the Year ended December 31, 2022 For the Year ended December 31, 2021 Revenue $ 107,282 $ 153,742 Net Income $ 92,513 $ 143,405 The Company recognized equity method income of $34,432 and $50,684 during the years ended December 31, 2022 and 2021, and received dividends from JV IV of $33,488 and $63,798, which were accounted for as returns on investment. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
INTANGIBLE ASSETS | |
INTANGIBLE ASSETS | NOTE 6 – INTANGIBLE ASSETS The following table represents the balances of intangible assets as of December 31, 2022 and 2021 Estimated life December 31, 2022 December 31, 2021 Website Domains Indefinite $ 1,308,260 $ 1,388,260 Website Domains 4 years 424,674 - Customer relationships 4-6 years 1,638,502 - Trademarks and Tradenames 10 years 476,010 - Non-compete agreements 3 years 142,004 - 3,989,450 1,388,260 Accumulated Amortization - Website domains (23,834 ) - Accumulated Amortization - Customer Relationships (78,514 ) - Accumulated Amortization - Trademarks / Tradenames (11,484 ) - Accumulated Amortization - Non-Compete (11,000 ) - Net Intangible $ 3,864,618 $ 1,388,260 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. The Company also paid $42,000 as a finders fee. 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 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. 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. 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. The Company also paid $7,392 in fees related to the transaction. On October 13, 2022, the Company closed on its acquisition of the SEO Butler Acquisition. As part of the acquisition, the Company acquired assets related to the websites 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. On October 14, 2022, the Company closed on its acquisition of the BCP Media Acquisition. As part of the acquisition, the Company acquired assets related to the Proofreading Business. Pursuant to the purchase price allocation as further described in Note 4, the Company allocated $1,443,000, which is to be amortized over the estimated life of the assets ranging from 3-10 years. On October 25, 2022, the Company closed on its acquisition of the Hoang Acquisition. As part of the acquisition, the Company acquired assets related to Wordpress Plugins. 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. The following is an amortization analysis of the annual amortization of intangible assets on a fiscal year basis as of December 31, 2022: Schedule of Future Minimum Annual Lease Commitments Under Operating Leases For the year ended December 31, Schedule Of Recognized Identified Assets Acquired And Liabilities Amount 2023 $ 541,938 2024 541,938 2025 530,937 2026 419,957 2027 185,185 Thereafter 336,403 Total remaining intangibles amortization 2,556,358 |
STOCKHOLDERS DEFICIT
STOCKHOLDERS DEFICIT | 12 Months Ended |
Dec. 31, 2022 | |
STOCKHOLDERS DEFICIT | |
STOCKHOLDERS' DEFICIT | NOTE 7 – STOCKHOLDERS’ DEFICIT Preferred stock The Company’s authorized preferred stock consists of 5,000,000 shares of preferred stock, with a par value of $0.001 per share. On November 20, 2020, the Company designated 1,000,000 shares of Series A Preferred Stock (“Series A”). The Series A has a liquidation preference to all other securities, a liquidation value of $25 per share, receives cumulative dividends payable in cash of 12% per year, payable monthly. The Series A does not have voting rights, except that the Company may not: 1) create any additional class or series of stock, nor any security convertible into stock of the Company; 2) modify the Series A designation; 3) initiate and dividend outside of without approval of at least two-thirds of the holders of the Series A. The Company has the right, but not obligation to redeem the Series A beginning January 1, 2026, at the liquidation value per share plus any unpaid dividends. During the year ended December 31, 2022, the company issued 12,860 Series A Preferred Stock in exchange for $321,500 of cash proceeds. During the year ended December 31, 2021, the company issued 56,600 Series A Preferred Stock in exchange for $1,415,000 of cash proceeds. During the year ended December 31, 2022 and 2021, the company recognized $195,145 and $106,825 in dividends to the Series A shareholders, and made cash dividend payments of $142,239 and $105,327. As of December 31, 2022 and 2021, the company has remaining unpaid dividends of $54,404 and $1,498. As of December 31, 2022, there were 69,660 Series A preferred shares outstanding. Common stock The Company’s authorized common stock consists of 50,000,000 shares of common stock, with a par value of $0.001 per share. All shares of common stock have equal voting rights and, when validly issued and outstanding, are entitled to one non-cumulative vote per share in all matters to be voted upon by shareholders. The shares of common stock have no pre-emptive, subscription, conversion or redemption rights and may be issued only as fully paid and non-assessable shares. Holders of the common stock are entitled to equal ratable rights to dividends and distributions with respect to the common stock, as may be declared by the Board of Directors out of funds legally available. On August 25, 2022, the “Company entered into an underwriting agreement with EF Hutton, division of Benchmark Investments, LLC (the “underwriter”), relating to the Company’s initial public offering of units (the “Units”) pursuant to the Company’s registration statement on Form S-1 (File No. 333-264191) , under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the underwriting agreement, the Company sold 2,753,750 units at a public offering price of $5.00 per unit, with each unit consisting of one share of common stock, par value $0.001 per share , and two warrants, with each warrant exercisable to purchase one share of common stock, at an exercise price of $5.00 per share. The warrants have the rights as set forth under a warrant agency agreement. The shares of common stock and the warrants were immediately separable and were issued separately. The Company also granted the underwriter a 45-day over-allotment option, if any, to purchase up to a) 413,063 additional shares of common stock, and/or b) 826,126 additional warrants, equivalent to 15% of the shares of common stock and warrants sold in the offering. On August 29, 2022, the underwriter partially exercised this option and purchased 609,750 additional warrants at the purchase price of $.01 per warrant for aggregate gross proceeds of $6,097.50. The Company also issued the underwriter a warrant to purchase 82,613 shares of the Company’s common stock at an exercise price of $5.50, which is 110% of the initial public offering price. The underwriter’s warrant may be exercised in whole or in part, commencing on a date which is six months from August 25, 2022 until August 25, 2027. The underwriting agreement includes customary representations, warranties and covenants by the Company. It also provides that the Company will indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or contribute to payments the underwriters may be required to make because of any of those liabilities. In exchange for the underwriters’ services, the Company agreed to sell the Units to the underwriters at a purchase price of $4.60 per unit. The Company’s officers and directors and their affiliates have agreed, subject to certain exceptions, not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any shares of our common stock or other securities convertible into or exercisable or exchangeable for shares of our Common Stock until May 27, 2023 without the prior written consent of the underwriter. The Offering closed on August 30, 2022, and the Company sold 2,753,750 shares of Common Stock and 5,507,500 Warrants (6,117,250 Warrants including the Option Warrants) to the underwriters for total gross proceeds of $13,774,848. After deducting the underwriting commissions, discounts, and offering expenses, the Company received net proceeds of $12,225,470. 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. 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. 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. The requisite service period for these awards is the same as the vesting period for each award. As of December 31, 2022, the awards had a remaining service period of approximately 0.75 year. 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. The Company also recognized $40,000 of stock-based compensation for director compensation during the year ended December 31, 2022. 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. 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. Stock Options 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. 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. 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. 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. The fair value of the stock options was estimate using a Black-Scholes option pricing model and the following assumptions: 1) dividend yield of 0%; 2) risk-free rate of 0.97% to 1.91%; 3) volatility of 127.7% to 129.5% based on a group of peer group companies; 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. 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. The fair value of the stock options was estimate using a black-Scholes option pricing model and the following assumptions: 1) dividend yield of 0%; 2) risk-free rate of 0.49%; 3) volatility of 127.6% based on a group of peer group companies; and an expected term of three years. A summary of stock option information is as follows: Outstanding Awards Weighted Average Grant Date Fair Value Weighted Average Exercise price Outstanding at December 31, 2020 - $ - $ - Granted 2,100 4.36 5.95 Exercised - - - Forfeited and cancelled - - - Outstanding at December 31, 2021 2,100 $ 4.36 $ 5.95 Granted 72,660 4.16 9.00 Exercised - - - Forfeited and cancelled (14,910 ) (4.36 ) (6.19 ) Outstanding at December 31, 2022 59,850 $ 4.15 $ 9.11 Exercisable at December 31, 2022 18,189 $ 4.15 $ 8.40 The weighted average remaining contractual life is approximately 2.75 years for stock options outstanding with no intrinsic value of as of December 31, 2022. The Company recognized stock-based compensation of $121,672. The Company expects to recognize an additional $138,908 of compensation cost related to options that are expected to vest. Stock Warrants A summary of stock warrant information is as follows: Outstanding Awards Weighted Average Grant Date Fair Value Weighted Average Exercise price Outstanding at December 31, 2021 - - - Granted 6,219,863 4.21 5.01 Exercised - - - Forfeited and cancelled - - - Outstanding at December 31, 2022 6,219,863 $ 4.21 $ 5.01 Exercisable at December 31, 2022 6,137,250 $ 4.21 $ 5.00 The weighted average remaining contractual life is approximately 4.64 years for stock warrants outstanding with no intrinsic value of as of December 31, 2022. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 8 – RELATED PARTY TRANSACTIONS From time to time, the Company pays expenses directly on behalf of the Joint Ventures that it manages and receives funds on behalf of the joint ventures. As of December 31, 2022 the balances due from related parties were $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. Additionally, the Company received its investments in JV I, JV II and JV III from the CEO. 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. No member of management has benefited from the transactions with related parties. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
NOTES PAYABLE | NOTE 9 – NOTES PAYABLE 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. The Company will pay 17% of its daily sales through the service provider until the total principal is repaid. As of December 31, 2021 the balance had been repaid in full. 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. The Company will pay 17% of its daily sales through the service provider until the total principal is repaid. 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. The Company will pay 17% of its daily sales processed through the service provider until the total principal is repaid. As of December 31, 2022 the balance had been repaid in full. On October 13, 2022, the Company entered into a short term financing agreement with a payment services provider for total principal of $82,490 and received cash proceeds of $73,000. The Company will pay 17% of its daily sales processed through the service provider until the total principal is repaid. As of December 31, 2022 the Company owed $68,959. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
INCOME TAXES | NOTE 10 - INCOME TAXES The Company is subject to United States federal income taxes at an approximate rate of 21%. The components of the income tax provision on the consolidated statements of operations is as follows: Year Ended Year Ended December 31, 2022 December 31, 2021 Current tax expense $ - $ - Deferred tax expense (benefit) - (1,314 ) Provision for income taxes, total $ - $ (1,314 ) The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows: Year Ended Year Ended December 31, 2022 December 31, 2021 Income tax benefit computed at the statutory rate $ (889,215 ) $ (399,307 ) Permanent differences 235,561 161,286 Net operating loss carryforwards 653,654 238,021 Temporary differences - - penalties and interest - - Provision for income taxes, current $ - $ - Temporary differences - (1,314 ) Deferred tax provision (benefit) $ - $ (1,314 ) The Company has the following operating loss carry forwards. As of As of December 31, 2022 December 31, 2021 Net Operating loss carry forwards $ 918,400 $ 238,021 Valuation allowance (918,400 ) (238,021 ) Deferred tax assets $ - $ - |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS Management has evaluated events through March 31, 2023, the date these financial statements were available for issuance, and determined there were no events requiring disclosures, except as noted below. On January 13, 2023, the Company, through its subsidiary Onfolio Assets, LLC 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. The aggregate purchase price for the Acquired Assets is Eight Hundred and Fifty Thousand US Dollars ($850,000) payable in cash at the closing. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation and Consolidation | The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). The Company’s fiscal year end is December 31. The consolidated financial statements of the Company include the accounts of its wholly owned subsidiaries and other controlled entities. The Company’s wholly-owned subsidiaries are Onfolio LLC, Vital Reaction, LLC, Mighty Deals LLC, Onfolio Assets, LLC, SEO Butler Limited and Onfolio Crafts LLC. All intercompany transactions and balances have been eliminated in consolidation. |
Foreign Currency Translation Gains (Losses) | The Company, and its subsidiaries Onfolio LLC, Vital Reaction, LLC, Mighty Deals LLC, Onfolio Assets, LLC, and Onfolio Crafts LLC, maintain their accounting records in U.S. Dollars. The Company’s operating subsidiary, SEO Butler, is located in the United Kingdom and maintains its accounting records in Great Britain Pounds, which is its functional currency. Assets and liabilities of the subsidiary are translated into U.S. dollars at exchange rates at the balance sheet date, equity accounts are translated at historical exchange rate and revenues and expenses are translated by using the average exchange rates for the period. Translation adjustments are reported as a separate component of other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss. Foreign currency denominated transactions are translated at exchange rates approximating those in effect at the transaction dates. |
Investment in Unconsolidated Entities - Equity and Cost Method Investments | We account for our interests in entities in which we are able to exercise significant influence over operating and financial policies, generally 50% or less ownership interest, under the equity method of accounting. In such cases, our original investments are recorded at cost and adjusted for our share of earnings, losses and distributions. We account for our interests in entities where we have virtually no influence over operating and financial policies under the cost method of accounting. In such cases, our original investments are recorded at cost and any distributions received are recorded as income. Our investments in OnFolio JV I, LLC (“JV I”), OnFolio JV II, LLC (“JV II”) and OnFolio JV III, LLC (“JV III”) are accounted for under the cost method. All investments are subject to our impairment review policy. The 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. |
Variable Interest Entities | Variable interest entities (“VIEs”) are consolidated when the investor is the primary beneficiary. A primary beneficiary is the variable interest holder in a VIE with both the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and the obligation to absorb losses, or the right to receive benefits that could potentially be significant to the VIE. Management concluded that the joint ventures do not qualify as variable interest entities under the requirements of ASC 810. The Company accounts for its investments in the joint ventures under either the cost or equity method based on the equity ownership in each entity. |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. The Company uses significant judgements when making estimates related to the assessment of control over variable interest entities, valuation of deferred tax assets and impairment of long lived assets. Actual results could differ from those estimates. |
Cash and Cash Equivalent | Cash and cash equivalents include cash on hand, demand deposits with banks and liquid investments with an original maturity of three months or less. |
Inventories | Inventories are stated at the lower of actual cost or net realizable value. Cost is determined by using the first-in, first-out (FIFO) method. |
Long-lived Assets | The Company amortizes acquired definite-lived intangible assets over their estimated useful lives. Other indefinite-lived intangible assets are not amortized but subject to annual impairment tests. In accordance with ASC 360 “Property Plant and Equipment,” the Company reviews the carrying value of intangibles subject to amortization and long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value. |
Revenue Recognition | The Company follows the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (the “new revenue standard”) to all contracts using the modified retrospective method. Revenue is recognized based on the following five step model: - Identification of the contract with a customer - Identification of the performance obligations in the contract - Determination of the transaction price - Allocation of the transaction price to the performance obligations in the contract - Recognition of revenue when, or as, the Company satisfies a performance obligation The Company primarily earns revenue through website management, digital services, advertising and content placement on its websites, product sales, and digital product sales. Management services revenue is earned and recognized on a monthly basis as the services are provided. Advertising and content revenue is earned and recognized once the content is presented on the Company’s sites in accordance with the customer requirements. Product sales are recognized at the time the product is shipped to the customer. In certain circumstances, products are shipped directly by a supplier to the end customer at the Company’s request. The Company determined that it is the primary obligor in these contracts due to being responsible for fulfilling the customer contract, establishing pricing with the customer, and taking on credit risk from the customer. The Company recognizes revenue from these contracts with customers on a gross basis. Digital product sales represent electronic content that is transferred to the customer at time of purchase. The Company also earns revenue from online course subscriptions that may have monthly or annual subscriptions. In circumstances when a customer purchases an annual subscription upfront, the Company defers the revenue until the performance obligation has been satisfied. As of December 31, 2022, the Company has $48,037 in deferred revenue related to unsatisfied performance obligations that are expected to be recognized during fiscal 2023. The following table presented disaggregated revenue information for the years ended December 31, 2022 and 2021: For the Year ended December 31, 2022 For the Year ended December 31, 2021 Website management $ 296,211 $ 304,587 Advertising and content revenue 248,611 204,910 Product sales 609,776 661,154 Digital Product Sales 1,065,217 636,192 Other - 1,700 Total revenue $ 2,219,815 $ 1,808,543 The Company does not have any single customer that accounted for greater than 10% of revenue during the years ended December 31, 2022 and 2021. |
Cost of Revenue | Cost of product revenue consists primarily of costs associated with the acquisition and shipment of products being sold through the Company’s online marketplaces, and the costs of its service revenue, which include website content creation costs including contract labor, domain and hosting costs and certain software costs related to website operations. Cost of Service revenue consists primarily of costs associated with the acquisition and shipment of products being sold through the Company’s online marketplaces, and the costs of its service revenue, which include website content creation costs including contract labor, domain and hosting costs and certain software costs related to website operations. |
Net Income (Loss) Per Share | In accordance with ASC 260 “Earnings per Share,” basic net loss per common share is computed by dividing net loss for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss for the period by the weighted average number of common and common equivalent shares, such as stock options and warrants, outstanding during the period. Such common equivalent shares have not been included in the computation of net loss per share as their effect would be anti-dilutive. |
Fair Value of Financial Instruments | The carrying value of short-term instruments, including cash, accounts payable and accrued expenses, and notes payable approximate fair value due to the relatively short period to maturity for these instruments. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows: Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. |
Stock-Based Compensation | Accounting Standards Codification (“ASC”) 718, “Accounting for Stock-Based Compensation” established financial accounting and reporting standards for stock-based compensation plans. It defines a fair value-based method of accounting for an employee stock option or similar equity instrument. Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The valuation of employee stock options is an inherently subjective process, since market values are generally not six Expected Dividends. not Expected Volatility. Risk-Free Interest Rate. zero Expected Term. Stock Option Exercise Price and Grant Date Price of Common Stock. 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”. 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 | The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on Company’s results of operations, financial position or cash flow. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Table) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Disaggregated revenue | For the Year ended December 31, 2022 For the Year ended December 31, 2021 Website management $ 296,211 $ 304,587 Advertising and content revenue 248,611 204,910 Product sales 609,776 661,154 Digital Product Sales 1,065,217 636,192 Other - 1,700 Total revenue $ 2,219,815 $ 1,808,543 |
BUSINESS ACQUISITIONS (Table)
BUSINESS ACQUISITIONS (Table) | 12 Months Ended |
Dec. 31, 2022 | |
BUSINESS ACQUISITIONS | |
Schedule Of Fair value of Consideration For the SEO Butler | Schedule of preliminary Fair value Acquisition Amount Cash paid to seller 950,000 Total preliminary consideration transferred $ 950,000 |
Schedule Of Assets Acquired And Liabilities for the SEO Butler | Schedule Of Recognized Identified Assets Acquired And Liabilities Cash Acquired $ 38,587 Other Current assets 14,858 Website domains 70,000 Customer relationships 322,000 Trademarks and Trade Names 90,000 Non-Compete agreement 30,000 Goodwill 407,888 Accounts payable and other accrued liabilities (2,205 ) Deferred revenue (21,128 ) Net assets acquired $ 950,000 |
Schedule Of Fair Value of Consideration for the BCP Media | Schedule of preliminary Fair value Acquisition Amount Cash paid to seller 2,100,000 Notes payable issued to seller 2,399,000 Warrants to purchase common shares issued to seller 60,000 Total preliminary consideration transferred $ 4,559,000 |
Schedule Of Assets Acquired And Liabilities for the BCP Media | Schedule Of Recognized Identified Assets Acquired And Liabilities Website domains $ 220,000 Customer relationships 813,000 Trademarks and Trade Names 330,000 Non-Compete agreement 80,000 Goodwill 3,116,000 Net assets acquired $ 4,559,000 |
Schedule Of Fair value of Consideration for the BWPS | Schedule of preliminary Fair value Acquisition Amount Cash paid to seller 1,250,000 Notes payable issued to seller 40,000 Contingent liability for earn-out provision 60,000 Total preliminary consideration transferred $ 1,350,000 |
Schedule Of Assets Acquired And Liabilities for the BWPS | Schedule Of Recognized Identified Assets Acquired And Liabilities Website domains $ 130,000 Customer relationships 482,000 Trademarks and Trade Names 50,000 Non-Compete agreement 30,000 Goodwill 658,000 Net assets acquired $ 1,350,000 |
Schedule Of Unaudited Pro Forma Financial Information | Year ended December 31, 2022 2021 Revenue $ 5,469,361 $ 6,291,649 Operating loss (3,029,332 ) (1,485,459 ) Net loss (3,165,942 ) (1,278,558 ) Net loss per common share $ (0.96 ) $ (0.05 ) Weighted Average common shares outstanding 3,285,934 2,080,733 |
INVESTMENTS IN JOINT VENTURES (
INVESTMENTS IN JOINT VENTURES (Table) | 12 Months Ended |
Dec. 31, 2022 | |
INVESTMENTS IN JOINT VENTURES | |
Schedule Of Income Statement | For the Year ended December 31, 2022 For the Year ended December 31, 2021 Revenue $ 107,282 $ 153,742 Net Income $ 92,513 $ 143,405 |
INTANGIBLE ASSETS (Table)
INTANGIBLE ASSETS (Table) | 12 Months Ended |
Dec. 31, 2022 | |
INTANGIBLE ASSETS | |
Schedule Of Intangible Assets | Estimated life December 31, 2022 December 31, 2021 Website Domains Indefinite $ 1,308,260 $ 1,388,260 Website Domains 4 years 424,674 - Customer relationships 4-6 years 1,638,502 - Trademarks and Tradenames 10 years 476,010 - Non-compete agreements 3 years 142,004 - 3,989,450 1,388,260 Accumulated Amortization - Website domains (23,834 ) - Accumulated Amortization - Customer Relationships (78,514 ) - Accumulated Amortization - Trademarks / Tradenames (11,484 ) - Accumulated Amortization - Non-Compete (11,000 ) - Net Intangible $ 3,864,618 $ 1,388,260 |
Schedule of Future Minimum Annual Lease Commitments Under Operating Leases | For the year ended December 31, Schedule Of Recognized Identified Assets Acquired And Liabilities Amount 2023 $ 541,938 2024 541,938 2025 530,937 2026 419,957 2027 185,185 Thereafter 336,403 Total remaining intangibles amortization 2,556,358 |
STOCKHOLDERS DEFICIT (Table)
STOCKHOLDERS DEFICIT (Table) | 12 Months Ended |
Dec. 31, 2022 | |
STOCKHOLDERS DEFICIT | |
Summary of Stock Warrant Information | Outstanding Awards Weighted Average Grant Date Fair Value Weighted Average Exercise price Outstanding at December 31, 2021 - - - Granted 6,219,863 4.21 5.01 Exercised - - - Forfeited and cancelled - - - Outstanding at December 31, 2022 6,219,863 $ 4.21 $ 5.01 Exercisable at December 31, 2022 6,137,250 $ 4.21 $ 5.00 |
Schedule Of Stock Options | Outstanding Awards Weighted Average Grant Date Fair Value Weighted Average Exercise price Outstanding at December 31, 2020 - $ - $ - Granted 2,100 4.36 5.95 Exercised - - - Forfeited and cancelled - - - Outstanding at December 31, 2021 2,100 $ 4.36 $ 5.95 Granted 72,660 4.16 9.00 Exercised - - - Forfeited and cancelled (14,910 ) (4.36 ) (6.19 ) Outstanding at December 31, 2022 59,850 $ 4.15 $ 9.11 Exercisable at December 31, 2022 18,189 $ 4.15 $ 8.40 |
INCOME TAXES (Table)
INCOME TAXES (Table) | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
Schedule Of Income Tax Provision | Year Ended Year Ended December 31, 2022 December 31, 2021 Current tax expense $ - $ - Deferred tax expense (benefit) - (1,314 ) Provision for income taxes, total $ - $ (1,314 ) |
Schedule Of Income Tax Expense | Year Ended Year Ended December 31, 2022 December 31, 2021 Income tax benefit computed at the statutory rate $ (889,215 ) $ (399,307 ) Permanent differences 235,561 161,286 Net operating loss carryforwards 653,654 238,021 Temporary differences - - penalties and interest - - Provision for income taxes, current $ - $ - Temporary differences - (1,314 ) Deferred tax provision (benefit) $ - $ (1,314 ) |
Schedule Of Operating Loss | As of As of December 31, 2022 December 31, 2021 Net Operating loss carry forwards $ 918,400 $ 238,021 Valuation allowance (918,400 ) (238,021 ) Deferred tax assets $ - $ - |
NATURE OF BUSINESS AND ORGANI_2
NATURE OF BUSINESS AND ORGANIZATION (Details Narrative) | 1 Months Ended |
Jul. 22, 2022 | |
NATURE OF BUSINESS AND ORGANIZATION | |
Description of Dominic wells | 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 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Detail ) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Website Management | $ 296,211 | $ 304,587 | |
Advertising and content revenue | 248,611 | 204,910 | |
Product sales | 609,776 | 661,154 | |
Digital product sales | 1,065,217 | 636,192 | |
Other | 0 | 1,700 | |
Total revenue | $ 2,219,815 | $ 1,808,543 | $ 1,808,543 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Detail Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Ownership interest | 50% | |
Investment in unconsolidated affiliates | 35.80% | |
Tax benefit of uncertain tax position | 50% | |
Company revenue | 10% | 10% |
Deferred revenue | $ 48,037 |
BUSINESS ACQUISITIONS (Detail)
BUSINESS ACQUISITIONS (Detail) - SEO Butler Acquisition [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Total preliminary consideration transferred | $ 950,000 |
Cash paid to seller | $ 950,000 |
BUSINESS ACQUISITIONS (Detail 1
BUSINESS ACQUISITIONS (Detail 1) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill | $ 4,209,126 | $ 0 |
Accounts payable and other accrued liabilities | (550,454) | (222,543) |
Deferred revenue | (113,251) | $ (32,000) |
SEO Butler Acquisition [Member] | ||
Other Current assets | 14,858 | |
Website domains | 70,000 | |
Cash Acquired | 38,587 | |
Customer relationships | 322,000 | |
Trademarks and Trade Names | 90,000 | |
Non-Compete agreement | 30,000 | |
Goodwill | 407,888 | |
Accounts payable and other accrued liabilities | (2,205) | |
Net assets acquired | 950,000 | |
Deferred revenue | $ (21,128) |
BUSINESS ACQUISITIONS (Detail 2
BUSINESS ACQUISITIONS (Detail 2) - BCP Media Acquisition [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) shares | |
Notes payable issued to seller | $ 2,399,000 |
Warrants to purchase common shares issued to seller | shares | 60,000 |
Cash paid to seller | $ 2,100,000 |
Total preliminary consideration transferred | $ 4,559,000 |
BUSINESS ACQUISITIONS (Detail 3
BUSINESS ACQUISITIONS (Detail 3) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill | $ 4,209,126 | $ 0 |
BCP Media Acquisition [Member] | ||
Website domains | 220,000 | |
Customer relationships | 813,000 | |
Trademarks and Trade Names | 330,000 | |
Non-Compete agreement | 80,000 | |
Goodwill | 3,116,000 | |
Net assets acquired | $ 4,559,000 |
BUSINESS ACQUISITIONS (Detail 4
BUSINESS ACQUISITIONS (Detail 4) - BWPS acquisition [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) shares | |
Cash paid to seller | $ 1,250,000 |
Notes payable issued to seller | $ 40,000 |
Contingent liability for earn-out provision | shares | 60,000 |
Total preliminary consideration transferred | $ 1,350,000 |
BUSINESS ACQUISITIONS (Detail 5
BUSINESS ACQUISITIONS (Detail 5) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill | $ 4,209,126 | $ 0 |
BWPS acquisition [Member] | ||
Customer relationships | 482,000 | |
Website domains | 130,000 | |
Net assets acquired | 1,350,000 | |
Goodwill | 658,000 | |
Non-Compete agreement | 30,000 | |
Trademarks and Trade Names | $ 50,000 |
BUSINESS ACQUISITIONS (Detail 6
BUSINESS ACQUISITIONS (Detail 6) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating loss | $ (4,111,145) | $ (1,952,312) |
BWPS acquisition [Member] | ||
Revenue | 5,469,361 | 6,291,649 |
Operating loss | (3,029,332) | (1,485,459) |
Net loss | $ (3,165,942) | $ (1,278,558) |
Net loss per common share | $ (0.96) | $ (0.05) |
Weighted Average common shares outstanding | 3,285,934 | 2,080,733 |
BUSINESS ACQUISITIONS (Detail N
BUSINESS ACQUISITIONS (Detail Narrative) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 30, 2021 | Oct. 13, 2022 | Jun. 13, 2022 | Sep. 16, 2021 | Mar. 15, 2021 | |
Net loss | $ (4,234,357) | $ (1,900,149) | |||||
Cash paid | $ 82,490 | $ 44,000 | $ 60,000 | $ 48,000 | |||
Revenue | 2,219,815 | $ 1,808,543 | $ 1,808,543 | ||||
SEO Butler Acquisition [Member] | |||||||
Net loss | (52,727) | ||||||
Revenue | 144,785 | ||||||
BCP Media Acquisition [Member] | |||||||
Paid purchase price paid | 4,499,000 | ||||||
Net loss | $ (167,253) | ||||||
Warrant to purchase | 20,000 | ||||||
Common stock price | $ 4.75 | ||||||
Promissory note | $ 2,399,000 | ||||||
Cash paid | $ 2,100,000 | ||||||
Description | the principal sum of $2,399,000 (the “Loan Amount”) and it matures on the one year anniversary from the date of the BCP Note (the “Maturity Date”). Interest on the outstanding principal balance of, and all other sums owing under the Loan Amount, is three percent (3%) (the “Interest Rate”), compounded annually. Upon the occurrence of an Event of Default (as defined in the BCP Note), the Interest Rate automatically increases to the rate of eight percent (8%) per annum, compounded annually. The Loan Amount is payable as follows: (i) commencing on the date that is thirty (30) days from the date of the BCP Note, and continuing monthly on such same day thereafter, the Company shall make an interest only payment to BCP Media equal to $5,997.50 per month | ||||||
Revenue | $ 681,413 | ||||||
BWPS acquisition [Member] | |||||||
Net loss | (18,622) | ||||||
Promissory note | 4,000,000 | ||||||
Cash paid | 1,250,000 | ||||||
Asset Purchase Agreement | 60,000 | ||||||
Revenue | $ 15,632 |
INVESTMENTS IN JOINT VENTURES_2
INVESTMENTS IN JOINT VENTURES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
INVESTMENTS IN JOINT VENTURES | ||
Revenues | $ 107,282 | $ 153,742 |
Net income | $ 92,513 | $ 143,405 |
INVESTMENTS IN JOINT VENTURES_3
INVESTMENTS IN JOINT VENTURES (Details Narrative) - USD ($) | 12 Months Ended | |||||
Aug. 01, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 30, 2021 | Dec. 31, 2020 | Jan. 03, 2020 | |
Total liabilities | $ 3,303,391 | $ 466,463 | ||||
Total assets | 15,775,826 | 3,840,268 | ||||
Equity method income | 34,432 | 50,684 | ||||
Equity imethod dividend | 33,488 | 63,798 | ||||
Management fees | 296,211 | $ 304,587 | ||||
Impairment | 137,602 | 0 | ||||
BCP Media [Member] | ||||||
Equity interest | 35.80% | |||||
Total cost | $ 290,000 | |||||
Payment for investment acquired | 215,000 | 60,000 | ||||
Payment due for investment | 0 | $ 215,000 | ||||
Total liabilities | 4,130 | |||||
Total assets | 855,442 | |||||
Equity method income | 34,432 | 33,488 | ||||
Equity imethod dividend | $ 33,488 | 63,798 | ||||
JV I, LLC [Member] | ||||||
Additional investment rate | 10.91% | |||||
Payment to existing owner | $ 52,500 | |||||
Total equity interest | 13.65% | |||||
JV I, LLC [Member] | CEO [Member] | ||||||
Investment rate | 2.72% | |||||
Investement amount | $ 10,000 | |||||
Management fees | $ 2,500 | |||||
Investment plan description | As manager of JV I, the Company will receive a monthly management fee of $2,500, and 50% of net profits of JV I above the monthly minimum of $12,500. In the event of the sale of a website that JV I manages, the Company will received 50% of the excess of the sales price above the price paid for the site | |||||
JV II, LLC [Member] | ||||||
Management fees | $ 1,500 | |||||
Impairment | $ 14,401 | |||||
Investment plan description | the Company will receive a monthly management fee of $1,500, and 50% of net profits of JV II above the monthly minimum of $16,500. In the event of the sale of a website that JV II manages, the Company will receive 50% of the excess of the sales price above the price paid for the site | |||||
Additional investment rate | 4.28% | 2.14% | ||||
Payment to existing owner | $ 10,000 | $ 9,400 | ||||
Total equity interest | 10.70% | 6.42% | ||||
JV II, LLC [Member] | CEO [Member] | ||||||
Investment rate | 2.14% | |||||
Investement amount | $ 10,000 | |||||
Additional investment rate | 4.28% | |||||
JV III, LLC [Member] | ||||||
Management fees | $ 500 | $ 3,000 | ||||
Impairment | $ 37,493 | |||||
Investment plan description | the Company will receive a monthly management fee of $3,000, and 50% of net profits of JV III above the monthly minimum of $16,500. In the event of the sale of a website that JV III manages, the Company will receive 50% of the excess of the sales price above the price paid for the site | |||||
Additional investment rate | 3.88% | 7.76% | ||||
Payment to existing owner | $ 5,000 | $ 40,000 | ||||
Total equity interest | 13.59% | 9.70% | ||||
JV III, LLC [Member] | CEO [Member] | ||||||
Investment rate | 1.94% | |||||
Investement amount | $ 10,000 | |||||
Due to related party | $ 10,000 | |||||
Groupbuild 1 [Member] | ||||||
Investment plan description | The Company, as manager, is entitled to 20% of the profits of Groupbuild, and an annual management fee of $15,000. The Company was assigned a 20% interest in Groupbuild by the Company’s CEO on August 1, 2020 |
Intangible Assets (Detail )
Intangible Assets (Detail ) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible assets net | $ 3,989,450 | $ 1,388,260 |
Intangible assets gross | (3,864,618) | (1,388,260) |
Intangible assets gross | 3,864,618 | 1,388,260 |
Website Domains 1 [Member] | ||
Intangible assets net | $ 424,674 | 0 |
Intangible assets estimated usefule life | 4 years | |
Trademarks and Tradenames [Member] | ||
Intangible assets net | $ 476,010 | 0 |
Intangible assets estimated usefule life | 10 years | |
Non compete agreements [Member] | ||
Intangible assets net | $ 142,004 | 0 |
Intangible assets estimated usefule life | 3 years | |
Accumulated Amortization Customer Relationships [Member] | ||
Intangible assets gross | $ (78,514) | 0 |
Intangible assets gross | 78,514 | 0 |
Accumulated Amortization Trademarks Tradenames [Member] | ||
Intangible assets gross | (11,484) | 0 |
Intangible assets gross | 11,484 | 0 |
Accumulated Amortization Non Compete [Member] | ||
Intangible assets gross | (11,000) | 0 |
Intangible assets gross | $ 11,000 | 0 |
Customer relationships [Member] | Maximum [Member] | ||
Intangible assets estimated usefule life | 6 years | |
Customer Relationships [Member] | Minimum [Member] | ||
Intangible assets net | $ 1,638,502 | 0 |
Intangible assets estimated usefule life | 4 years | |
Website Domains [Member] | ||
Intangible assets net | $ 1,308,260 | 1,388,260 |
Accumulated Amortization Website domains [Member] | ||
Intangible assets gross | (23,834) | 0 |
Intangible assets gross | $ 23,834 | $ 0 |
Intangible Assets (Detail 1)
Intangible Assets (Detail 1) | Dec. 31, 2022 USD ($) |
Intangible Assets (Detail ) | |
2023 | $ 541,938 |
2024 | 541,938 |
2025 | 530,937 |
2026 | 419,957 |
2027 | 185,185 |
Thereafter | 336,403 |
Total remaining intangibles amortization | $ 2,556,358 |
Intangible Assets (Detail Narra
Intangible Assets (Detail Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Oct. 14, 2022 | Oct. 13, 2022 | Oct. 25, 2022 | Dec. 31, 2022 | May 02, 2022 | Aug. 25, 2021 | Apr. 13, 2021 | Jan. 06, 2021 | |
Purchase price allocated | $ 1,443,000 | $ 512,000 | $ 692,000 | |||||
Fees related to transaction | $ 7,392 | |||||||
Selling intellectual property | $ 45,694 | $ 84,000 | $ 75,000 | $ 700,000 | ||||
Finder fee payment | $ 42,000 | |||||||
Loss on the disposal | $ 34,306 | |||||||
Maximum [Member] | ||||||||
Amortized estimated usefule life | 10 years | 10 years | 10 years | |||||
Minimum [Member] | ||||||||
Amortized estimated usefule life | 3 years | 3 years | 3 years |
STOCKHOLDERS DEFICIT (Details)
STOCKHOLDERS DEFICIT (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
STOCKHOLDERS DEFICIT | ||
Outstanding, Beginning balance | 2,100 | 0 |
Granted | 72,660 | 2,100 |
Forfeited and cancelled | (14,910) | 0 |
Outstanding, ending balance | 59,850 | 2,100 |
Exercisable, Ending balance | 18,189 | 0 |
Weighted Average Grant Date Fair Value, Beginning balance | $ 4.36 | |
Weighted Average Grant Date Fair Value, Granted | 4.16 | $ 4.36 |
Weighted Average Grant Date Fair Value, Exercised | 0 | 0 |
Weighted Average Grant Date Fair Value, Forfeited and cancelled | (4.36) | 0 |
Weighted Average Grant Date Fair Value, Ending balance | 4.15 | 4.36 |
Weighted Average Grant Date Fair Value, Exercisable, ending balance | 4.15 | |
Weighted Average Exercise price, Beginning balance | 5.95 | 0 |
Weighted Average Exercise price, Granted | 9 | 5.95 |
Weighted Average Exercise price, Exercised | 0 | 0 |
Weighted Average Exercise price, Forfeited and cancelled | (6.19) | 0 |
Weighted Average Exercise price, Ending balance | 9.11 | $ 5.95 |
Weighted Average Exercise price, Exercisable, Ending balance | $ 8.40 |
STOCKHOLDERS DEFICIT (Details 1
STOCKHOLDERS DEFICIT (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Weighted Average Exercise price, Beginning balance | $ 5.95 | $ 0 |
Weighted Average Exercise price, Granted | 9 | 5.95 |
Weighted Average Exercise price, Exercised | 0 | 0 |
Weighted Average Exercise price, Forfeited and cancelled | 6.19 | 0 |
Weighted Average Exercise price, Ending balance | 9.11 | 5.95 |
Weighted Average Exercise price, Exercisable, Ending balance | $ 8.40 | |
Stock Warrants [Member] | ||
Granted | 6,219,863 | |
Outstanding, Ending balance | 6,219,863 | |
Exercisable, Ending balance | 6,137,250 | |
Weighted Average Grant Date Fair Value, Outstanding, Beginning balance | $ 0 | |
Weighted Average Grant Date Fair Value, Granted | 4.21 | |
Weighted Average Grant Date Fair Value, Exercised | 0 | |
Weighted Average Grant Date Fair Value, Forfeited and cancelled | 0 | |
Weighted Average Grant Date Fair Value, Outstanding, Ending balance | 4.21 | 0 |
Weighted Average Grant Date Fair Value, Exercisable, Ending balance | 4.21 | |
Weighted Average Exercise price, Beginning balance | 0 | |
Weighted Average Exercise price, Granted | 5.01 | |
Weighted Average Exercise price, Exercised | 0 | |
Weighted Average Exercise price, Forfeited and cancelled | 0 | |
Weighted Average Exercise price, Ending balance | 5.01 | $ 0 |
Weighted Average Exercise price, Exercisable, Ending balance | $ 5 |
STOCKHOLDERS DEFICIT (Detail Na
STOCKHOLDERS DEFICIT (Detail Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Aug. 30, 2022 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Shares issued worth of shares per to director, value | $ 5,000 | |||
Cash issued to director | 2,500 | |||
Accrued cash compensation | 60,000 | |||
Stock based compensation | $ 766,656 | $ 766,656 | ||
Stock-based compensation, shares | 16,667 | |||
Preferred shares par value | $ 0.001 | $ 0.001 | ||
Cash proceeds | $ 1,415,000 | |||
Selling of an additional shares | 12,860 | 56,600 | ||
Recognized dividends | $ 195,145 | $ 106,825 | ||
Cash dividends payments | $ 142,239 | $ 105,327 | ||
Weighted Average Exercise price,Granted | $ 9 | $ 5.95 | ||
Unpaid dividends | $ 54,404 | $ 1,498 | ||
Series A preferred shares outstanding | 69,660 | 56,600 | ||
Common stock shares authorized | 50,000,000 | 50,000,000 | ||
Common stock par value | $ 0.001 | $ 0.001 | ||
Description of the underwriting agreement | 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. 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 | |||
Additional shares of common stock | $ 413,063 | |||
Additional warrants | $ 826,126 | |||
Percentage shares of common stock | 15% | |||
Description of additional warrants | On August 29, 2022, the underwriter partially exercised this option and purchased 609,750 additional warrants at the purchase price of $.01 per warrant for aggregate gross proceeds of $6,097.50 | |||
Warrant to purchase shares of the company | $ 82,613 | |||
Exercise price | $ 5,500 | |||
Initial public offering price | 110% | |||
Shares of common stock sold | 2,753,750 | |||
Selling of warrants | $ 5,507,500 | |||
Proceeds from issuance of warrants | $ 13,774,848 | |||
Net proceeds | $ 12,225,470 | |||
Weighted average remaining life | 8 months 30 days | |||
Risk free interest rate | 1.23% | |||
Dividend yield | 0% | |||
Shares granted to employees and consultants | $ 3,233,336 | |||
Recognize share based compensation | $ 121,672 | |||
Shares awarded to the company board of directors | $ 2,800 | |||
Issued options | 49,560 | |||
Estimated fair value of these options | $ 363,000 | |||
Additional options | 23,100 | |||
Description of Black Scholes option pricing Model | 1) dividend yield of 0%; 2) risk-free rate of 0.97% to 1.91%; 3) volatility of 127.7% to 129.5% based on a group of peer group companies; 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 | the Company award 10,000 common stock options to an employee, of which 500 vested immediately, and 500 per month thereafter until fully vested. The fair value of the stock options was estimate using a black-Scholes option pricing model and the following assumptions: 1) dividend yield of 0%; 2) risk-free rate of 0.49%; 3) volatility of 127.6% based on a group of peer group companies | ||
Weighted average period remaining contractual life | 4 years 7 months 20 days | |||
Stock based compensation 1 | $ 40,000 | |||
Additional compensation cost | $ 138,908 | |||
Series A Preferred stock [Member] | ||||
Preferred stock authorized | 5,000,000 | |||
Preferred shares par value | $ 0.001 | $ 0.001 | ||
Designated | 1,000,000 | |||
Cash proceeds | $ 321,500 | $ 2,010,000 | ||
Series A preferred shares outstanding | 69,660 | 56,800 | ||
Initial public offering price | $ 1,610,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Paid to related party | $ 215,000 | |
Due from Related Parties included in current assets | $ 54,858 | |
Due to Related Parties included in current Liabilities | 36,854 | |
CEO [Member] | ||
Due to Related Parties included in current Liabilities6C | $ 0 | $ 480 |
Notes Payable (Detail Narrative
Notes Payable (Detail Narrative) - USD ($) | Oct. 13, 2022 | Jun. 13, 2022 | Mar. 15, 2021 | Sep. 16, 2021 |
Notes Payable (Detail Narrative) | ||||
Principal amount | $ 54,240 | |||
Percentage of daily sales through service provider | 17% | 17% | 17% | |
Cash proceeds | $ 82,490 | $ 44,000 | $ 48,000 | $ 60,000 |
Short term financing agreement | 73,000 | $ 47,520 | $ 66,600 | |
Company owed | $ 68,959 |
INCOME TAXES (Details )
INCOME TAXES (Details ) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
INCOME TAXES | ||
Current tax expense | $ 0 | $ 0 |
Deferred tax expense (benefit) | 0 | (1,314) |
Provision for income taxes, total | $ 0 | $ (1,314) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
INCOME TAXES | ||
Income tax benefit computed at the statutory rate | $ (889,215) | $ 399,307 |
Permanent differences | 235,561 | 161,286 |
Deferred tax provision (benefit) | 0 | (1,314) |
Net operating loss carryforwards | 653,654 | 238,021 |
Temporary differences | 0 | 0 |
penalties and interest | 0 | 0 |
Provision for income taxes, current | 0 | 0 |
Temporary differences1 | $ 0 | $ (1,314) |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
INCOME TAXES | ||
Deferred tax assets | $ 0 | $ 0 |
Net operating loss carryforwards | 918,400 | 238,021 |
Valuation allowance | $ (918,400) | $ (238,021) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
Federal income taxes rate provision | 21% |
SUBSEQUENT EVENT (Details Narra
SUBSEQUENT EVENT (Details Narrative) - USD ($) | 12 Months Ended | ||
Jan. 13, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for asset acquisition | $ 4,261,413 | $ 0 | |
Purchase Agreement [Member] | Subsequent event [Member] | |||
Cash paid for asset acquisition | $ 850,000 |