Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 20, 2024 | |
Cover [Abstract] | ||
Entity Registrant Name | ONFOLIO HOLDINGS INC. | |
Entity Central Index Key | 0001825452 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Mar. 31, 2024 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 5,107,395 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-41466 | |
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 | |
Security 12b Title | Common stock, $0.001 par value | |
Trading Symbol | ONFO | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current Assets: | ||
Cash and cash equivalents | $ 529,777 | $ 982,261 |
Accounts receivable, net | 123,751 | 90,070 |
Inventory | 92,520 | 92,637 |
Prepaids and other current assets | 192,425 | 111,097 |
Total Current Assets | 938,473 | 1,276,065 |
Intangible assets, net | 4,060,049 | 3,110,204 |
Goodwill | 3,095,937 | 1,167,194 |
Due from related party | 147,414 | 150,971 |
Investment in unconsolidated entities, cost method | 164,007 | 154,007 |
Investment in unconsolidated joint ventures, equity method | 267,888 | 273,042 |
Total Assets | 8,673,768 | 6,131,483 |
Current Liabilities: | ||
Accounts payable and other current liabilities | 460,426 | 493,816 |
Dividends payable | 79,534 | 68,011 |
Notes payable | 791,580 | 17,323 |
Contingent consideration | 1,929,000 | 60,000 |
Deferred revenue | 184,249 | 149,965 |
Total Current Liabilities | 2,753,789 | 789,115 |
Notes payable | 690,000 | 0 |
Total Liabilities | 3,443,789 | 789,115 |
Preferred stock, $0.001 per value, 5,000,000 shares authorized | ||
Common stock, $0.001 par value, 50,000,000 shares authorized, 5,107,395 issued and outstanding at March 31, 2024 and December 31, 2023, respectively; | 5,108 | 5,108 |
Additional paid-in capital | 21,620,181 | 21,107,311 |
Accumulated other comprehensive income | 143,331 | 182,465 |
Accumulated deficit | (16,664,087) | (15,952,609) |
Total Onfolio Inc. stockholders' equity | 5,104,643 | 5,342,368 |
Non-controlling interest | 125,336 | 0 |
Total Stockholders' Equity | 5,229,979 | 5,342,368 |
Total Liabilities and Stockholders' Equity | 8,673,768 | 6,131,483 |
Series A Preferred stock [Member] | ||
Preferred stock, $0.001 per value, 5,000,000 shares authorized | ||
Series A Preferred stock, $0.001 par value, 1,000,000 shares authorized, 109,260 and 92,260 issued and outstanding at March 31, 2024 and December 31, 2023 | $ 110 | $ 93 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
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 | 5,107,395 | 5,107,395 |
Common Stock, Shares Outstanding | 5,107,395 | 5,107,395 |
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 | 109,260 | 92,260 |
Preferred Stock, Shares Outstanding | 109,260 | 92,260 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Consolidated Statements of Operations (Unaudited) | ||
Revenue, services | $ 723,551 | $ 392,401 |
Revenue, product sales | 863,351 | 959,333 |
Total Revenue | 1,586,902 | 1,351,734 |
Cost of revenue, services | 366,706 | 273,313 |
Cost of revenue, product sales | 215,860 | 335,208 |
Total cost of revenue | 582,566 | 608,521 |
Gross profit | 1,004,336 | 743,213 |
Operating expenses | ||
Selling, general and administrative | 1,337,855 | 1,696,380 |
Professional fees | 180,190 | 247,385 |
Acquisition costs | 94,341 | 150,614 |
Total operating expenses | 1,612,386 | 2,094,379 |
Loss from operations | (608,050) | (1,351,166) |
Other income (expense) | ||
Equity method income (loss) | (5,154) | 6,888 |
Dividend income | 0 | 1,269 |
Interest income (expense), net | (17,720) | 56,132 |
Other income | 427 | 2,802 |
Total other income | (22,447) | 67,091 |
Loss before income taxes | (630,497) | (1,284,075) |
Income tax (provision) benefit | 0 | 0 |
Net loss | (630,497) | (1,284,075) |
Net loss attributable to noncontrolling interest | 664 | 0 |
Net loss attributable to Onfolio Holdings Inc. | (629,833) | (1,284,075) |
Preferred Dividends | (81,645) | (51,025) |
Net loss to common shareholders | (711,478) | (1,335,100) |
Foreign currency translation loss | 39,134 | 7,481 |
Total comprehensive loss | $ (750,612) | $ (1,342,581) |
Net loss per common shareholder | ||
Basic and diluted | $ (0.14) | $ (0.26) |
Weighted average shares outstanding | ||
Basic and diluted | 5,107,395 | 5,110,196 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Accumulated other comprehensive loss | Noncontrolling Interest |
Balance, shares at Dec. 31, 2022 | 69,660 | 5,107,395 | |||||
Balance, amount at Dec. 31, 2022 | $ 12,472,435 | $ 70 | $ 5,108 | $ 19,950,776 | $ (7,580,490) | $ 96,971 | $ 96,971 |
Stock-based compensation | 233,355 | 0 | 0 | 233,355 | 0 | 0 | 0 |
Preferred dividends | (51,025) | 0 | 0 | 0 | (51,025) | 0 | 0 |
Foreign currency translation | (7,481) | 0 | 0 | 0 | 0 | (7,481) | 0 |
Net loss | (1,284,075) | $ 0 | $ 0 | 0 | (1,284,075) | 0 | 0 |
Balance, shares at Mar. 31, 2023 | 69,660 | 5,107,395 | |||||
Balance, amount at Mar. 31, 2023 | 11,363,209 | $ 70 | $ 5,108 | 20,184,131 | (8,915,590) | 89,490 | 96,971 |
Balance, shares at Dec. 31, 2023 | 92,260 | 5,107,395 | |||||
Balance, amount at Dec. 31, 2023 | 5,342,368 | $ 93 | $ 5,108 | 21,107,311 | (15,952,609) | 182,465 | 0 |
Stock-based compensation | 17,887 | 0 | 0 | 17,887 | 0 | 0 | 0 |
Preferred dividends | (81,645) | 0 | 0 | 0 | (81,645) | 0 | 0 |
Foreign currency translation | (39,134) | 0 | 0 | 0 | 0 | (39,134) | 0 |
Net loss | (630,497) | $ 0 | 0 | 0 | (629,833) | 0 | (664) |
Acquisition of Business, shares | 17,000 | ||||||
Acquisition of Business, amount | 611,000 | $ 17 | 0 | 484,983 | 0 | 0 | 126,000 |
Sale of preferred stock for cash, shares | 400 | ||||||
Sale of preferred stock for cash, amount | 10,000 | $ 0 | 0 | 10,000 | 0 | 0 | 0 |
Warrants issued for acquisition | 0 | $ 0 | $ 0 | 0 | 0 | 0 | |
Balance, shares at Mar. 31, 2024 | 109,660 | 5,107,395 | |||||
Balance, amount at Mar. 31, 2024 | $ 5,229,979 | $ 110 | $ 5,108 | $ 21,620,181 | $ (16,664,087) | $ 143,331 | $ 125,336 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash Flows from Operating Activities | ||
Net loss | $ (630,497) | $ (1,284,075) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Stock-based compensation expense | 17,887 | 233,355 |
Equity method income (loss) | 5,154 | (6,888) |
Dividends received from equity method investment | 0 | 8,377 |
Amortization of intangible assets | 277,890 | 170,996 |
Net change in: | ||
Accounts receivable | (33,681) | 22,636 |
Inventory | 117 | 14,828 |
Prepaids and other current assets | (81,328) | (29,275) |
Accounts payable and other current liabilities | (33,390) | (207,776) |
Due to joint ventures | 3,557 | (16,134) |
Deferred revenue | 34,284 | 71,987 |
Due to related parties | 9,000 | 0 |
Net cash used in operating activities | (431,007) | (1,021,969) |
Cash Flows from Investing Activities | ||
Cash paid to acquire businesses | (240,000) | (850,000) |
Investment in unconsolidated entities | (10,000) | 0 |
Net cash used in investing activities | (250,000) | (850,000) |
Cash Flows from Financing Activities | ||
Proceeds from sale of Series A preferred stock | 10,000 | 0 |
Payments of preferred dividends | (70,122) | (74,994) |
Proceeds from notes payable | 350,000 | (40,000) |
Payments on note payables | (25,743) | (20,332) |
Net cash provided by financing activities | 264,135 | (135,326) |
Effect of foreign currency translation | (35,612) | (30,305) |
Net Change in Cash | (452,484) | (2,037,600) |
Cash, Beginning of Period | 982,261 | 6,701,122 |
Cash, End of Period | 529,777 | 4,663,522 |
Cash Paid For: | ||
Income Taxes | 0 | 0 |
Interest | 18,360 | 18,836 |
Supplemental Non-cash Disclosures | ||
Promissory note issued for acquisition | 440,000 | 0 |
Preferred stock issued for acquisition | $ 425,000 | $ 0 |
NATURE OF BUSINESS AND ORGANIZA
NATURE OF BUSINESS AND ORGANIZATION | 3 Months Ended |
Mar. 31, 2024 | |
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 development high-growth and profitable internet businesses. The Company primarily earns revenue through website management, 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 October 25, 2023, the Company received a notification letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“ Nasdaq Minimum Bid Requirement The Company intends to continue to actively monitor the closing bid price of the Company’s common stock and will evaluate all available options to regain compliance with the Minimum Bid Requirement. If the Company does not regain compliance within the additional compliance period, Nasdaq will provide notice that the Company’s common stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that the Company will regain compliance with the Minimum Bid Requirement during the 180-day additional compliance period or maintain compliance with the other Nasdaq listing requirements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
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”) for interim information an in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). The Company’s fiscal year end is December 31. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on April 1, 2024. The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods. The consolidated financial statements of the Company include the accounts of its wholly owned and majority owned subsidiaries and other controlled entities. The Company’s wholly-owned subsidiaries are Onfolio LLC, Vital Reaction, LLC, Mighty Deals LLC, Onfolio Assets, LLC, Onfolio Management, LLC, WP Folio, LLC, Proofread Anywhere, LLC, Contentellect, LLC, Onfolio Management, LLC,SEO Butler Limited, and RevenueZen, LLC which is owned 88% by the Company. All intercompany transactions and balances have been eliminated in consolidation. Foreign Currency Translation The Company, and the majority of its subsidiaries, 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 the cost to acquire the interest 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 Company recognized the value of its investments in these joint ventures at carryover basis based on the amount paid by the CEO to the joint venture for Onfolio JV 1 LLC, and agreed to pay the joint venture the contribution for Onfolio JV II LLC and Onfolio JV III LLC at the carryover basis for the amount the interest was acquired for by the CEO. 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. The initial value of an investment in an unconsolidated affiliate accounted for under the equity method is recorded at the fair value of the consideration paid. 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, as the joint ventures 1) have sufficient equity to finance its activities; 2) have equity owners that as a group have the characteristics of a controlling financial interest in the business, through the ability to vote on a majority basis to change the managing member of the respective joint ventures, and 3) are structured with substantive voting rights. 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. The Company, through its subsidiary Onfolio Management LLC, is the manager of Onfolio Agency SPV, LLC (“OA SPV”). The Company does not hold any equity interest in OA SPV, but will receive 10% of any cash 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 throughout the year 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 FASB ASC 606, Revenue from Contracts with Customers 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 online businesses, 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 March 31, 2024 and December 31, 2023, the Company had $184,249 and $149,965, respectively, in deferred revenue related to unsatisfied performance obligations that are expected to be recognized during the 12 months following March 31, 2024. The following table presented disaggregated revenue information for the three months ended March 31, 2024 and 2023: For the Three Months ended March 31, 2024 2023 Website management $ 24,000 $ 40,612 Advertising and content revenue 699,551 266,601 Product sales 176,068 126,711 Digital Product Sales 687,283 9,178,110 Total revenue $ 1,586,902 $ 1,351,734 The Company does not have any single customer that accounted for greater than 10% of revenue during the three months ended March 31, 2024 and 2023. 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, including 399,600 stock options and 6,219,863 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. (a) 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 March 31, 2024. 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 available for long-term, non-transferable employee stock options. Accordingly, the Black-Scholes option pricing model is utilized to derive an estimated fair value. The Black-Scholes pricing model requires the consideration of the following six variables for purposes of estimating fair value. 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. Segment Reporting The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. The CODM allocates resources and evaluates the performance of the Company at the consolidated level using information about its revenues, gross profit, income from operations, and other key financial data. All significant operating decisions are based upon an analysis of the Company as one operating segment, which is the same as its reporting segment. Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09 Income Taxes ( Topic 740 Improvements to Income Tax Disclosures, |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024, 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 | 3 Months Ended |
Mar. 31, 2024 | |
BUSINESS ACQUISITIONS | |
BUSINESS ACQUISITIONS | NOTE 4 – BUSINESS ACQUISITIONS On December 31, 2023, RevenueZen (the “Acquired Business”) Pursuant to the Asset Purchase Agreement, and subject to the terms and conditions contained therein, at the closing, RevenueZen agreed to sell to the Company the Acquired Business, all as more fully described in the Asset Purchase Agreement. The aggregate purchase price for the Acquired Business was $1,332,000, consisting of $240,000 in cash at closing, $425,000 in Company Series A Preferred Shares, a $440,000 11% interest only secured promissory note made by RevenueZen Delaware due December 31, 2025 (the “Promissory Note”), and additional earn-out payments that could be paid to RevenueZen pursuant to the earn-out formula described in the Asset Purchase Agreement. In addition, five founders of the RevenueZen received a total of a 12% equity interest in RevenueZen Delaware, and they will serve in leadership roles with the RevenueZen Delaware team. Also, certain of the founders received a total of 270,000 non-qualified stock options to purchase Company common shares at $0.51 per share for a period of 10 years pursuant to the Company’s 2020 Equity Compensation Plan. The earn-out formula specifies for a period of one year, if the gross profit of the RevenueZen business exceeds $227,000, the sellers of RevenueZen Delaware would be entitled to receive an amount equal to three times the amount above $227,000 of gross profit. The earn-out amount will include 20% of any revenues of the Company that are from any customers of RevenueZen Delaware. The Company has the option to pay any earn-out amount in cash or in shares of preferred stock of the Company. The transaction closed on January 4, 2024, when consideration was transferred by the Company and control was obtained by the Company and was accounted for as a business combination under ASC 805. The earn-out agreement is accounted for as a contingent consideration liability under ASC 805, which changes in fair value of the potential earn-out amount recognized in current earnings. The aggregate fair value of consideration for the RevenueZen acquisition was as follows: Schedule of preliminary Fair value Acquisition Amount Cash paid to seller 240,000 Notes payable issued to seller 440,000 Options to purchase common shares issued to seller 60,000 Estimated fair value of additional earn-out payments 1,869,000 Series A Preferred Shares issued to seller 425,000 Fair value of 12% equity interest in RevenueZen retained by Sellers 126,000 Total preliminary consideration transferred $ 3,160,000 The following information summarizes the allocation of the fair values assigned to the assets acquired at the acquisition date: Schedule Of Recognized Identified Assets Acquired And Liabilities Developed technology $ 240,000 Customer relationships 391,000 Trademarks and Trade Names 440,000 Non-Compete agreement 160,000 Goodwill 1,929,000 Net assets acquired $ 3,160,000 From the period of acquisition of the RevenueZen Business through March 31, 2024, the Company generated total revenue and net loss of $368,105 and $9,259, respectively. This net loss is inclusive of $88,208 amortization expenses. Unaudited Pro Forma Financial Information The following table sets forth the pro-forma consolidated results of operations for the three months ended March 31, 2024 and 2023 as if the RevenueZen Business, acquisition occurred on January 1, 2023. 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. Three Months ended March 31, 2024 2023 Revenue $ 1,586,902 $ 1,705,287 Operating loss (608,050 ) (1,260,530 ) Net loss (630,497 ) (1,213,353 ) Net loss attributable to common shareholders (711,478 ) (1,264,378 ) Net loss per common share $ (0.14 ) $ (0.25 ) Weighted Average common shares outstanding 5,107,395 5,107,395 |
INVESTMENTS IN JOINT VENTURES
INVESTMENTS IN JOINT VENTURES | 3 Months Ended |
Mar. 31, 2024 | |
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%. The management fee to the Company described above was waived for fiscal year ended December 31, 2023 and through the three months ended March 31, 2024, due to lower operating results of JV I. 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 during the year ended December 31, 2022. The management fee to the Company described above was waived for fiscal year ended December 31, 2023 and through the three months ended March 31, 2024, 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 recognized during the year ended December 31, 2022 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. The management fee to the Company described above was waived for fiscal year ended December 31, 2023 and through the three months ended March 31, 2024 due to lower operating results of JV II. 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. On March 4, 2024, the Company invested $10,000 into Coaching Plus Capital LLC for a 9.95% equity interest in the ownership. 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 off the note payable during the year ended December 31, 2022. 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 March 31, 2024 included total assets of $852,505 and total liabilities of $5,350. The balance sheet of JV IV at December 31, 2023 included total assets of $842,794 and total liabilities of $11,823. Additionally, the income statement for JV IV for the three months ended March 31, 2024 and 2023 included the following: Three Months ended March 31, 2024 2023 Revenue $ 4,529 $ 22,210 Net income (loss) (14,398 ) 19,241 The Company recognized equity method income (loss) of $(5,154) and $6,888 during the three months ended March 31, 2024 and 2023, respectively, and received dividends from JV IV of $0 and $8,377, respectively, which were accounted for as returns on investment. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2024 | |
INTANGIBLE ASSETS | |
INTANGIBLE ASSETS | NOTE 6 – INTANGIBLE ASSETS The following table represents the balances of intangible assets as of March 31, 2024 and December 31, 2023: Estimated life March 31, 2024 December 31, 2023 Website Domains Indefinite $ 418,323 $ 418,323 Website Domains 4 years 1,518,003 1,278,575 Customer relationships 4-6 years 2,044,814 1,656,447 Trademarks and Tradenames 10 years 920,290 481,026 Non-compete agreements 3 years 303,430 143,675 5,204,860 3,978,046 Accumulated Amortization - Website domains (421,186 ) (23,834 ) Accumulated Amortization - Customer Relationships (556,782 ) (78,514 ) Accumulated Amortization - Trademarks / Tradenames (82,628 ) (11,484 ) Accumulated Amortization - Non-Compete (84,215 ) (11,000 ) Net Intangible $ 4,060,049 $ 3,110,204 On January 1, 2024, the Company closed on its acquisition of the RevenueZen LLC. As part of the acquisition, the Company acquired assets related to the websites operated by RevenueZen. Pursuant to the purchase price allocation as further described in Note 4, the Company allocated $1,231,000, which is to be amortized over the estimated life of the assets ranging from 2-10 years. For the three months ended March 31, 2024 and 2023, the Company recognized $277,890 and $170,996, respectively, of amortization expense related to intangible assets. The following is an amortization analysis of the annual amortization of intangible assets on a fiscal year basis as of March 31, 2024: For the year ended December 31, Amount 2024 (9 months remaining) $ 836,605 2025 1,098,064 2026 791,669 2027 308,270 2028 425,966 Thereafter 181,152 Total remaining intangibles amortization 3,641,726 |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 3 Months Ended |
Mar. 31, 2024 | |
STOCKHOLDERS EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 7 – STOCKHOLDERS’ EQUITY 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. On January 4, 2024, in connection with the RevenueZen Acquisition as discussed in Note 4, the Company issued 17,000 shares of Series A Preferred stock for a value of $425,000. During the three months ended March 31, 2024, the Company sold 400 shares of Series A Preferred Stock for $10,000. During the three months ended March 31, 2024 and 2023, the Company recognized $81,645 and $51,025 in dividends to the Series A shareholders, respectively, and made cash dividend payments of $70,122 and $74,994, respectively. As of March 31, 2024 and December 31, 2023, the company has remaining unpaid dividends of $79,534 and $68,011, respectively. As of March 31, 2024 and December 31, 2023, there were 109,260 and 92,260 Series A preferred shares outstanding, respectively. Common stock 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. The Company has not declared any dividends on common stock to date. Stock Options On January 4, 2024, the Company awarded an aggregate of 270,000 options to purchase shares of common stock to certain of the founders of Revenue Zen as discussed in Note 4, at $0.51 per share for a period of 10 years pursuant to the Company’s 2020 Equity Compensation Plan. The Company estimated fair value of these options to be $0.22 per share using a, option pricing model, incorporating the Company’s capital structure and the components of the consideration transferred to the sellers of the RevenueZen Delaware, and the fair value of the options is included as part of the consideration transferred as part of the acquisition. 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, 2023 133,189 $ 1.80 $ 2.52 Granted 270,000 0.22 0.51 Exercised - - - Forfeited and cancelled (3,589 ) (3.69 ) (5.95 ) Outstanding at March 31, 2024 399,600 $ 0.71 $ 1.13 Exercisable at March 31, 2024 364,159 $ 0.70 $ 1.14 The weighted average remaining contractual life is approximately 8.95 years for stock options outstanding with no intrinsic value of as of March 31, 2024. The Company recognized stock-based compensation of $10,742 and $21,691 during the three months ended March 31, 2024 and 2023, respectively. The Company expects to recognize an additional $14,290 of compensation cost related to options that are expected to vest. Common 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, 2023 6,219,863 $ 4.21 $ 5.01 Granted - - - Exercised - - - Forfeited and cancelled - - - Outstanding at March 31, 2024 6,219,863 $ 4.21 $ 5.01 Exercisable at March 31, 2024 6,219,863 $ 4.21 $ 5.01 The weighted average remaining contractual life is approximately 3.39 years for stock warrants outstanding with no intrinsic value of as of March 31, 2024. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023 the balances due from the joint ventures were $109,020 and $91,000 included in non-current assets. 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 March 31, 2024 and December 31, 2023, the Company was owed $36,994 by the entities controlled by the Company’s CEO. No member of management has benefited from the transactions with related parties. |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2024 | |
NOTES PAYABLE | |
NOTES PAYABLE | NOTE 9 – NOTES PAYABLE On January 4, 2024, the Company entered into the RevenueZen Note as part of the acquisition of RevenueZen. The RevenueZen Note has the principal sum of $440,000, matures on December 31, 2025, and interest on the outstanding principal balance of, and all other sums owing under the loan amount, is 11%. Upon the occurrence of an Event of Default (as defined in the RevenueZen Note), the interest rate automatically increases to the rate of 16% per annum. The loan amount is payable as follows: (i) commencing on the date that was thirty (30) days from the date of the RevenueZenNote and continuing monthly on such same day thereafter, the Company shall make an interest only payment equal to $4,033 per month and commencing on July 31, 2024 the Company shall make an interest only payment of $3,575 per month (ii) no later than June 30, 2024, the Company must make a payment of $50,000; and (iii) the entire loan amount, together with all accrued but unpaid interest thereon, shall be due and payable on the Maturity Date. As of March 31, 2024 the balance due on the RevenueZen Note was $440,000. In January 2024, the Company entered into three separate promissory notes for aggregate principal of $250,000 and received cash proceeds of $250,000. The notes matures on the two year anniversary of the Company using the funds received for the acquisition of a business, which occurred in January 2024, On January 22, 2024, the Company entered into a short term financing agreement with a payment services provider for total principal of $100,000 and received cash proceeds of $100,000. The Company will pay 8.6% of its daily sales processed through the service provider until the total principal is repaid, with a minimum payment amount of $12,933.34 each 60-day period. The total repayment amount after interest charges will not exceed $116,400, with a final expected repayment date of July 22, 2025. As of March 31, 2024, the balance owed was $74,257. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS Management has evaluated events through May 20, 2024, the date these financial statements were available for issuance, and noted the following events requiring disclosures: On April 1, 2024, the Company, through its subsidiary Revenue Zen LLC, acquired certain assets from First Page LLC, for a purchase price of $35,000 and 18% of the gross revenue earned on the acquired assets for the next 36 months. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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”) for interim information an in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). The Company’s fiscal year end is December 31. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on April 1, 2024. The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods. The consolidated financial statements of the Company include the accounts of its wholly owned and majority owned subsidiaries and other controlled entities. The Company’s wholly-owned subsidiaries are Onfolio LLC, Vital Reaction, LLC, Mighty Deals LLC, Onfolio Assets, LLC, Onfolio Management, LLC, WP Folio, LLC, Proofread Anywhere, LLC, Contentellect, LLC, Onfolio Management, LLC,SEO Butler Limited, and RevenueZen, LLC which is owned 88% by the Company. All intercompany transactions and balances have been eliminated in consolidation. |
Foreign Currency Translation | The Company, and the majority of its subsidiaries, 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 the cost to acquire the interest 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 Company recognized the value of its investments in these joint ventures at carryover basis based on the amount paid by the CEO to the joint venture for Onfolio JV 1 LLC, and agreed to pay the joint venture the contribution for Onfolio JV II LLC and Onfolio JV III LLC at the carryover basis for the amount the interest was acquired for by the CEO. 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. The initial value of an investment in an unconsolidated affiliate accounted for under the equity method is recorded at the fair value of the consideration paid. |
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, as the joint ventures 1) have sufficient equity to finance its activities; 2) have equity owners that as a group have the characteristics of a controlling financial interest in the business, through the ability to vote on a majority basis to change the managing member of the respective joint ventures, and 3) are structured with substantive voting rights. 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. The Company, through its subsidiary Onfolio Management LLC, is the manager of Onfolio Agency SPV, LLC (“OA SPV”). The Company does not hold any equity interest in OA SPV, but will receive 10% of any cash |
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 throughout the year 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 FASB ASC 606, Revenue from Contracts with Customers 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 online businesses, 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 March 31, 2024 and December 31, 2023, the Company had $184,249 and $149,965, respectively, in deferred revenue related to unsatisfied performance obligations that are expected to be recognized during the 12 months following March 31, 2024. The following table presented disaggregated revenue information for the three months ended March 31, 2024 and 2023: For the Three Months ended March 31, 2024 2023 Website management $ 24,000 $ 40,612 Advertising and content revenue 699,551 266,601 Product sales 176,068 126,711 Digital Product Sales 687,283 9,178,110 Total revenue $ 1,586,902 $ 1,351,734 The Company does not have any single customer that accounted for greater than 10% of revenue during the three months ended March 31, 2024 and 2023. |
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, including 399,600 stock options and 6,219,863 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. (a) 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 March 31, 2024. |
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 available for long-term, non-transferable employee stock options. Accordingly, the Black-Scholes option pricing model is utilized to derive an estimated fair value. The Black-Scholes pricing model requires the consideration of the following six variables for purposes of estimating fair value. 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. |
Segment Reporting | The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. The CODM allocates resources and evaluates the performance of the Company at the consolidated level using information about its revenues, gross profit, income from operations, and other key financial data. All significant operating decisions are based upon an analysis of the Company as one operating segment, which is the same as its reporting segment. |
Recent Accounting Pronouncements | In December 2023, the FASB issued ASU 2023-09 Income Taxes ( Topic 740 Improvements to Income Tax Disclosures, |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Table) | 3 Months Ended |
Mar. 31, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Disaggregated revenue | For the Three Months ended March 31, 2024 2023 Website management $ 24,000 $ 40,612 Advertising and content revenue 699,551 266,601 Product sales 176,068 126,711 Digital Product Sales 687,283 9,178,110 Total revenue $ 1,586,902 $ 1,351,734 |
BUSINESS ACQUISITIONS (Table)
BUSINESS ACQUISITIONS (Table) | 3 Months Ended |
Mar. 31, 2024 | |
BUSINESS ACQUISITIONS | |
Schedule Of fair value of consideration for the RevenueZen acquisition | Schedule of preliminary Fair value Acquisition Amount Cash paid to seller 240,000 Notes payable issued to seller 440,000 Options to purchase common shares issued to seller 60,000 Estimated fair value of additional earn-out payments 1,869,000 Series A Preferred Shares issued to seller 425,000 Fair value of 12% equity interest in RevenueZen retained by Sellers 126,000 Total preliminary consideration transferred $ 3,160,000 |
Schedule Of Recognized Identified Assets Acquired And Liabilities | Schedule Of Recognized Identified Assets Acquired And Liabilities Developed technology $ 240,000 Customer relationships 391,000 Trademarks and Trade Names 440,000 Non-Compete agreement 160,000 Goodwill 1,929,000 Net assets acquired $ 3,160,000 |
Schedule Of Unaudited Pro Forma Financial Information | Three Months ended March 31, 2024 2023 Revenue $ 1,586,902 $ 1,705,287 Operating loss (608,050 ) (1,260,530 ) Net loss (630,497 ) (1,213,353 ) Net loss attributable to common shareholders (711,478 ) (1,264,378 ) Net loss per common share $ (0.14 ) $ (0.25 ) Weighted Average common shares outstanding 5,107,395 5,107,395 |
INVESTMENTS IN JOINT VENTURES (
INVESTMENTS IN JOINT VENTURES (Table) | 3 Months Ended |
Mar. 31, 2024 | |
INVESTMENTS IN JOINT VENTURES | |
Schedule Of Income Statement | Three Months ended March 31, 2024 2023 Revenue $ 4,529 $ 22,210 Net income (loss) (14,398 ) 19,241 |
INTANGIBLE ASSETS (Table)
INTANGIBLE ASSETS (Table) | 3 Months Ended |
Mar. 31, 2024 | |
INTANGIBLE ASSETS | |
Schedule Of Intangible Assets | Estimated life March 31, 2024 December 31, 2023 Website Domains Indefinite $ 418,323 $ 418,323 Website Domains 4 years 1,518,003 1,278,575 Customer relationships 4-6 years 2,044,814 1,656,447 Trademarks and Tradenames 10 years 920,290 481,026 Non-compete agreements 3 years 303,430 143,675 5,204,860 3,978,046 Accumulated Amortization - Website domains (421,186 ) (23,834 ) Accumulated Amortization - Customer Relationships (556,782 ) (78,514 ) Accumulated Amortization - Trademarks / Tradenames (82,628 ) (11,484 ) Accumulated Amortization - Non-Compete (84,215 ) (11,000 ) Net Intangible $ 4,060,049 $ 3,110,204 |
Schedule of amortization of intangible assets | For the year ended December 31, Amount 2024 (9 months remaining) $ 836,605 2025 1,098,064 2026 791,669 2027 308,270 2028 425,966 Thereafter 181,152 Total remaining intangibles amortization 3,641,726 |
STOCKHOLDERS EQUITY (Table)
STOCKHOLDERS EQUITY (Table) | 3 Months Ended |
Mar. 31, 2024 | |
STOCKHOLDERS EQUITY | |
Schedule Of Stock Options | Outstanding Awards Weighted Average Grant Date Fair Value Weighted Average Exercise price Outstanding at December 31, 2023 133,189 $ 1.80 $ 2.52 Granted 270,000 0.22 0.51 Exercised - - - Forfeited and cancelled (3,589 ) (3.69 ) (5.95 ) Outstanding at March 31, 2024 399,600 $ 0.71 $ 1.13 Exercisable at March 31, 2024 364,159 $ 0.70 $ 1.14 |
Schedule of common stock warrant information and activity | Outstanding Awards Weighted Average Grant Date Fair Value Weighted Average Exercise price Outstanding at December 31, 2023 6,219,863 $ 4.21 $ 5.01 Granted - - - Exercised - - - Forfeited and cancelled - - - Outstanding at March 31, 2024 6,219,863 $ 4.21 $ 5.01 Exercisable at March 31, 2024 6,219,863 $ 4.21 $ 5.01 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details ) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Website Management | $ 24,000 | $ 40,612 |
Advertising and content revenue | 699,551 | 266,601 |
Product sales | 176,068 | 126,711 |
Digital product sales | 687,283 | 9,178,110 |
Total revenue | $ 1,586,902 | $ 1,351,734 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Ownership interest | 50% | |
Investment in unconsolidated affiliates | 35.80% | |
Tax benefit of uncertain tax position | 50% | |
Company revenue | 10% | |
Deferred revenue | $ 184,249 | $ 149,965 |
Stock options outstanding | 399,600 | |
Warrants Outstanding | 6,219,863 |
BUSINESS ACQUISITIONS (Details
BUSINESS ACQUISITIONS (Details ) - BWPS acquisition [Member] | 3 Months Ended |
Mar. 31, 2024 USD ($) shares | |
Cash paid to seller | $ 240,000 |
Fair value of 12% equity interest in RevenueZen retained by Sellers | 126,000 |
Notes payable issued to seller | $ 440,000 |
Option to purchase common shares issued to seller | shares | 60,000 |
Estimated fair value of additional earn-out payments | $ 1,869,000 |
Total preliminary consideration transferred | $ 3,160,000 |
Series A Preferred Shares issued to seller | shares | 425,000 |
BUSINESS ACQUISITIONS (Detail_2
BUSINESS ACQUISITIONS (Details 1) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Goodwill | $ 3,095,937 | $ 1,167,194 |
BWPS acquisition [Member] | ||
Developed technology | 240,000 | |
Customer relationships | 391,000 | |
Trademarks and Trade Names | 440,000 | |
Non-Compete agreement | 160,000 | |
Goodwill | 1,929,000 | |
Net assets acquired | $ 3,160,000 |
BUSINESS ACQUISITIONS (Detail_3
BUSINESS ACQUISITIONS (Details 2) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue | $ 1,586,902 | $ 1,351,734 |
Operating loss | (608,050) | (1,351,166) |
Net loss | (630,497) | (1,284,075) |
BWPS acquisition [Member] | ||
Revenue | 1,586,902 | 1,705,287 |
Operating loss | (608,050) | (1,260,530) |
Net loss | (630,497) | (1,213,353) |
Net loss attributable to common shareholders | $ (711,478) | $ (1,264,378) |
Net loss per common share | $ (0.14) | $ (0.25) |
Weighted Average common shares outstanding | 5,107,395 | 5,107,395 |
BUSINESS ACQUISITIONS (Detail_4
BUSINESS ACQUISITIONS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Gross profit | $ 1,004,336 | $ 743,213 |
Net income | $ (14,398) | 19,241 |
Company revenue | 10% | |
Revenue | $ 1,586,902 | $ 1,351,734 |
SEO Butler Acquisition [Member] | ||
Purchase price paid | 1,332,000 | |
BCP Media Acquisition [Member] | ||
Purchase price paid | $ 425,000 | |
Company revenue | 12% | |
Amortized estimated usefule life | 10 years | |
Common stock price | $ 0.51 | |
Promissory note | $ 270,000 | |
Cash paid | $ 240,000 | |
Description | Preferred Shares, a $440,000 11% interest only secured promissory note made by RevenueZen Delaware due December 31, 2025 (the “Promissory Note”) | |
Contentellect Limited [Member] | ||
Gross profit | $ 227,000 | |
Company revenue | 20% | |
Revenue | $ 227,000 | |
RevenueZen [Member] | ||
Amortization expenses | 88,208 | |
Net income | (9,259) | |
Revenue | $ 368,105 |
INVESTMENTS IN JOINT VENTURES_2
INVESTMENTS IN JOINT VENTURES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
INVESTMENTS IN JOINT VENTURES | ||
Revenues | $ 4,529 | $ 22,210 |
Net income | $ (14,398) | $ 19,241 |
INVESTMENTS IN JOINT VENTURES_3
INVESTMENTS IN JOINT VENTURES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Aug. 01, 2020 | Mar. 31, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 04, 2024 | Dec. 31, 2020 | Jan. 03, 2020 | |
Total assets | $ 8,673,768 | $ 8,673,768 | $ 6,131,483 | |||||||
Total liabilities | 3,443,789 | 3,443,789 | $ 789,115 | |||||||
Equity method income | (5,154) | $ 6,888 | ||||||||
Management fees | $ 24,000 | 40,612 | ||||||||
JV II, LLC [Member] | ||||||||||
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 | |||||||||
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% | 7.7652% | ||||||||
Payment to existing owner | $ 5,000 | $ 40,000 | ||||||||
Total equity interest | 13.59% | 9.7052% | ||||||||
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 | |||||||||
J V I L L C [Member] | CEO [Member] | ||||||||||
Investment rate | 2.72% | |||||||||
Investement amount | $ 10,000 | |||||||||
Investment plan description | the Company will received 50% of the excess of the sales price above the price paid for the site | |||||||||
Additional investment rate | 10.91% | |||||||||
Payment to existing owner | $ 52,500 | |||||||||
Total equity interest | 13.65% | |||||||||
Coaching Plus Capital LLC [Member] | ||||||||||
Equity interest | 9.95% | |||||||||
Investement amount | 10,000 | |||||||||
BCP Media [Member] | ||||||||||
Equity interest | 35.80% | |||||||||
Total cost | $ 290,000 | |||||||||
Total assets | 852,505 | $ 852,505 | $ 842,794 | |||||||
Total liabilities | $ 5,350 | 5,350 | $ 11,823 | |||||||
Equity method income | (5,154) | 6,888 | ||||||||
Equity method dividend | $ 0 | $ 8,377 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Net intangible | $ 4,060,049 | $ 3,110,204 |
Intangible assets gross | 5,204,860 | 3,978,046 |
Accumulated Amortization | (3,641,726) | |
Accumulated Amortization Customer Relationships [Member] | ||
Accumulated Amortization | (556,782) | (78,514) |
Accumulated Amortization Trademarks Tradenames [Member] | ||
Accumulated Amortization | (82,628) | (11,484) |
Accumulated Amortization Non Compete [Member] | ||
Accumulated Amortization | $ (84,215) | (11,000) |
Website Domains 1 [Member] | ||
Intangible assets estimated usefule life | 4 years | |
Net intangible | $ 1,518,003 | 1,278,575 |
Customer Relationships [Member] | Minimum [Member] | ||
Intangible assets estimated usefule life | 4 years | |
Net intangible | $ 2,044,814 | 1,656,447 |
Customer relationships [Member] | Maximum [Member] | ||
Intangible assets estimated usefule life | 6 years | |
Trademarks and Tradenames [Member] | ||
Intangible assets estimated usefule life | 10 years | |
Net intangible | $ 920,290 | 481,026 |
Non compete agreements [Member] | ||
Intangible assets estimated usefule life | 3 years | |
Net intangible | $ 303,430 | 143,675 |
Website Domains [Member] | ||
Net intangible | 418,323 | 418,323 |
Accumulated Amortization Website domains [Member] | ||
Accumulated Amortization | $ (421,186) | $ (23,834) |
INTANGIBLE ASSETS (Details 1)
INTANGIBLE ASSETS (Details 1) | Mar. 31, 2024 USD ($) |
INTANGIBLE ASSETS | |
2024 | $ 836,605 |
2025 | 1,098,064 |
2026 | 791,669 |
2027 | 308,270 |
2028 | 425,966 |
Thereafter | 181,152 |
Total remaining intangibles amortization | $ 3,641,726 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Purchase price allocated | $ 1,231,000 | |
amortization expense | $ 277,890 | $ 170,996 |
Minimum [Member] | ||
Amortized estimated usefule life | 2 years | |
Maximum [Member] | ||
Amortized estimated usefule life | 10 years |
STOCKHOLDERS EQUITY (Details)
STOCKHOLDERS EQUITY (Details) - Stock Options [Member] | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Outstanding, Beginning balance | shares | 133,189 |
Granted | shares | 270,000 |
Forfeited and cancelled | shares | (3,589) |
Outstanding, Ending balance | shares | 399,600 |
Exercisable, Ending balance | shares | 364,159 |
Weighted Average Grant Date Fair Value, Beginning balance | $ 1.80 |
Weighted Average Grant Date Fair Value, Granted | 0.22 |
Weighted Average Grant Date Fair Value, Exercised | 0 |
Weighted Average Grant Date Fair Value, Forfeited and cancelled | (3.69) |
Weighted Average Grant Date Fair Value Outstanding Beginning balance | 0.71 |
Weighted Average Grant Date Fair Value, Ending balance | 0.70 |
Weighted Average Exercise price, Beginning balance | 2.52 |
Weighted Average Exercise price, Granted | 0.51 |
Weighted Average Exercise price, Exercised | 0 |
Weighted Average Exercise price, Forfeited and cancelled | (5.95) |
Weighted Average Exercise price, Ending balance | 1.13 |
Weighted Average Exercise priceExercisable , Ending balance | $ 1.14 |
STOCKHOLDERS EQUITY (Details 1)
STOCKHOLDERS EQUITY (Details 1) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Weighted Average Grant Date Fair Value, Granted | shares | 6,219,863 |
Stock Warrant [Member] | |
Outstanding, Beginning balance | shares | 6,219,863 |
Outstanding, Ending balance | shares | 6,219,863 |
Exercisable, Ending balance | shares | 6,219,863 |
Weighted Average Grant Date Fair Value, Beginning balance | $ 4.21 |
Weighted Average Grant Date Fair Value Exercisable | 4.21 |
Weighted Average Grant Date Fair Value, Ending balance | 4.21 |
Weighted Average Exercise price, Beginning balance | 5.01 |
Weighted Average Exercise price, Exercisable | 5.01 |
Weighted Average Exercise price, Ending balance | $ 5.01 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Nov. 20, 2020 | |
Stock based compensation | $ 10,742 | $ 21,691 | ||
Preferred shares par value | $ 0.001 | $ 0.001 | ||
Selling of an additional shares | 400 | |||
Recognized dividends | $ 81,645 | 51,025 | ||
Cash dividends payments | 70,122 | $ 74,994 | ||
Unpaid dividends | $ 79,534 | $ 68,011 | ||
Common stock shares authorized | 50,000,000 | 50,000,000 | ||
Common stock par value | $ 0.001 | $ 0.001 | ||
Weighted average period remaining contractual life | 8 years 11 months 12 days | |||
Additional compensation cost | $ 14,290 | |||
Series A Preferred stock [Member] | ||||
Preferred stock authorized | 5,000,000 | 5,000,000 | 1,000,000 | |
Preferred shares par value | $ 0.001 | $ 0.001 | $ 25 | |
Shares issued | 17,000 | |||
Designated | 10,000 | 1,000,000 | ||
Cash proceeds | $ 10,000 | |||
Preferred Stock, Shares Outstanding | 109,260 | 92,260 | ||
Percentage shares of common stock | 12% | |||
Stock Options [Member] | ||||
Purchase of common stock | 270,000 | 270,000 | ||
Exercise price | $ 0.22 | $ 0.51 | ||
Common stock par value | $ 0.51 | |||
Weighted average period remaining contractual life | 8 years 11 months 12 days | |||
Stock Warrants [Member] | ||||
Weighted average period remaining contractual life | 3 years 4 months 20 days |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - Director [Member] - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Due from Related Parties included in current assets | $ 109,020 | $ 91,000 |
Due to Related Parties included in current Liabilities | $ 36,994 | $ 36,994 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Jan. 04, 2024 | Jan. 31, 2024 | Jan. 22, 2024 | Mar. 31, 2024 | |
Company owed | $ 74,257 | |||
Total repayment | 116,400 | |||
Minimum payment amount | $ 12,933 | |||
Interest on principal balance | 10% | |||
Description of Revenue Zen note | The RevenueZen Note has the principal sum of $440,000, matures on December 31, 2025, and interest on the outstanding principal balance of, and all other sums owing under the loan amount, is 11%. Upon the occurrence of an Event of Default (as defined in the RevenueZen Note), the interest rate automatically increases to the rate of 16% per annum. The loan amount is payable as follows: (i) commencing on the date that was thirty (30) days from the date of the RevenueZenNote and continuing monthly on such same day thereafter, the Company shall make an interest only payment equal to $4,033 per month and commencing on July 31, 2024 the Company shall make an interest only payment of $3,575 per month (ii) no later than June 30, 2024, the Company must make a payment of $50,000; and (iii) the entire loan amount, together with all accrued but unpaid interest thereon, shall be due and payable on the Maturity Date | |||
Notes Payable [Member] | ||||
Interest on principal balance | 15% | |||
Percentage of daily sales through service provider | 8.60% | |||
Balance due on notes Payable | $ 250,000 | |||
Principal amount | $ 250,000 | $ 100,000 | ||
Cash proceeds | $ 250,000 | $ 100,000 | ||
Notes Payable [Member] | RevenueZen [Member] | ||||
Balance due on notes Payable | $ 440,000 |
SUBSEQUENT EVENT (Details Narra
SUBSEQUENT EVENT (Details Narrative) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Interest on principal balance | 10% |
Revenue Zen Business | |
Purchase price | $ 35,000 |
Interest on principal balance | 18% |
Insider Trading Arrangements (D
Insider Trading Arrangements (Details Narrative) | 3 Months Ended |
Mar. 31, 2024 | |
Insider Trading Arrangements (Details Narrative) | |
Non-Rule 10b5-1 Arrangement Terminated | terminated |
Non-Rule 10b5-1 Arrangement Adopted | adopted |