Onfolio Holdings, Inc 8-K/A, filed Dec 29, 2022

Onfolio Holdings, Inc (ONFO)

8-K/A 2022-12-29 For: 2022-10-13

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Added on April 08, 2026

About this 8-K/A

Onfolio Holdings, Inc filed this 8-K/A on December 29, 2022, reporting on events of October 13, 2022.

Items reported

Item 9.01: Financial statements and exhibits

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Delaware	001-41466	37-1978697
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification Number)

1007 North Orange Street, 4th Floor, Wilmington, Delaware		19801
(Address of principal executive offices)		(Zip Code)

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	ONFO	Nasdaq Capital Market
Warrants To Purchase Common Stock	ONFOW	Nasdaq Capital Market

Exhibit No.		Description

99.1		Financial statements of SEO Butler Limited
99.2		Financial statements of BCP Media, Inc.
99.3		Pro forma financial information
104		Cover Page Interactive Data File (formatted as Inline XBRL)

	ONFOLIO HOLDINGS INC.

Date: December 29, 2022	By:	/s/ Dominic Wells
		Dominic Wells,
		Chief Executive Officer

SEO Butler Limited (Formerly i2W Ltd.)
*Table of Contents*

		Page
Carve Out Financial Statements for the Six Months May 31, 2022 and 2021:

Unaudited Carve-Out Balance Sheets as of May 31, 2022 and November 30, 2021		2

Unaudited Carve-Out Statements of Comprehensive Income for the six months ended May 31, 2022 and 2021		3

Unaudited Carve-Out Statement of Net Parent Investment for the six months ended May 31, 2022 and 2021		4

Unaudited Carve-Out Statements of Cash Flows for the six months ended May 31, 2022 and 2021		5

Notes to Unaudited Carve-Out Financial Statements		6-9

Carve Out Financial Statements for the Years ended November 30, 2021 and 2020:

Independent Auditor’s Report		10

Balance Sheets		11

Statements of Operations		12

Statements of Stockholders' Deficit		13

Statements of Cash Flows		14

Notes to Financial Statements		15-19

SEO BUTLER LIMITED
(FORMERLY i2W LTD)
CARVE-OUT BALANCE SHEETS
(Unaudited)

	May 31, 2022			November 30, 2021

ASSETS
Current assets:
Cash	$	87,221		$	68,319
Accounts receivable		-			63
Total current assets		87,223			68,382

Fixed assets, net		-			-
Total assets	$	87,223		$	68,382

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	-		$	7,049
Accrued expenses and other current liabilities		240			27,259
Total current liabilities		240			34,308

Total liabilities		240			34,308

Invested equity:
Net parent investment		254,803			196,457
Accumulated other comprehensive loss		(167,822	)		(162,383	)
Total invested equity		86,981			34,074

Total liabilities and invested equity	$	87,222		$	68,382

See the accompanying notes to these unaudited carve-out financial statements

SEO BUTLER LIMITED
(FORMERLY i2W LTD)
CARVE-OUT STATEMENTS OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDING MAY 31, 2022 AND 2021
(Unaudited)

	2022			2021

Sales	$	332,527		$	408,072
Cost of sales		210,573			189,112

Gross Profit		121,954			218,960

OPERATING EXPENSES:

General and administrative		51,773			72,520
Total operating expenses		51,773			72,520

Net income from operations		70,181			146,440

OTHER INCOME (EXPENSES):
Interest Income		3			-
Total other income (expense)		3			-

Net income before income taxes		70,184			146,440

Provision for income taxes		-			-

NET INCOME		70,184			146,440
OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized foreign currency gain (loss), net of tax		(5,439	)		2,931
COMPREHENSIVE INCOME (LOSS)	$	64,745		$	149,371

See the accompanying notes to these unaudited carve-out financial statements

SEO BUTLER LIMITED
(FORMERLY i2W LTD)
STATEMENTS OF CHANGES IN NET PARENT INVESTMENT
FOR THE SIX MONTHS ENDING MAY 31, 2022 AND 2021
(Unaudited)

	Net parent investment			Other Comprehensive Income			Total Net Parent Investment
Balance, November 30, 2020	$	170,846		$	(107,039	)	$	63,807
Invested equity returned to SEO Butler		(120,829	)		-			(120,829	)
Comprehensive income (loss)		146,440			2,931			149,371
Balance, May 31, 2021	$	196,457		$	(104,108	)	$	92,349

Balance, November 30, 2021	$	196,457		$	(162,383	)	$	34,074
Invested equity returned to SEO Butler		(11,838	)		-			(11,838	)
Comprehensive income (loss)		70,184			(5,439	)		64,745
Balance, May 31, 2022	$	254,803		$	(167,822	)	$	86,981

See the accompanying notes to these unaudited carve out financial statements

SEO BUTLER LIMITED
(FORMERLY i2W LTD)
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDING MAY 31, 2022 AND 2021
(Unaudited)

	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	70,184		$	146,440
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation expense		-			7,073
Changes in operating assets and liabilities:
Accounts receivable		63			(63	)
Prepaids		-			6,821
Accounts payable and other accrued expenses		(34,056	)		(11,602	)
Net cash provided by operating activities		186,569			268,7721

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of fixed assets		-			-
Net cash used in investing activities		-			-

CASH FLOWS FROM FINANCING ACTIVITIES:
Net parent investment returned to SEO Butler		(11,838	)		(120,829	)
Net cash provided by (used in) financing activities		(11,838	)		(120,829	)

Foreign currency effect on cash		(5,451	)		(55,377	)

Net change in cash		(18,902	)		(27,537	)

Cash at beginning of period		68,319			95,856

Cash at end of period	$	87,221		$	68,319

Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	28,255		$	5,089

See the accompanying notes to these unaudited financial statements

	·	Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

	·	Level 2 – Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means.

	·	Level 3 – Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable.

BCP MEDIA, INC.
*Table of Contents*

		Page
Financial Statements for the Six Months June 30, 2022 and 2021:

Balance Sheets		2

Statements of Operations		3

Statements of Stockholders' Deficit		4

Statements of Cash Flows		5

Notes to Financial Statements		6-10

Financial Statements for the Years ended December 31, 2021 and 2020:

Independent Auditor’s Report		11-12

Balance Sheets		13

Statements of Operations		14

Statements of Stockholders' Deficit		15

Statements of Cash Flows		16

Notes to Financial Statements		17-22

	June 30 2022		December 31 2021

ASSETS
Current assets:
Cash	$	833,434	$	503,237
Accounts receivable		-		-
Deferred contract costs		93,404		88,737
Prepaids and other current assets		2,545		22,858
Total current assets		929,383		614,832

Property and equipment, net		9,996		11,657

Total assets	$	939,379	$	626,489

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,206	$	59,203
Accrued liabilities		28		88,557
Contract liabilities		516,014		617,854
Total current liabilities		517,248		765,614

Total liabilities		517,248		765,614

Stockholders' equity:
Common Stock		93		93
Additional paid-in capital		215,487		160,939
Accumulated deficit		206,051		(300,157	)
Total stockholders' equity		422,131		(139,125	)

Total liabilities and stockholders' equity	$	939,379	$	626,489

	2022		2021

REVENUE	$	1,650,558	$	2,082,661

OPERATING EXPENSES:
Advertising		511,869		479,547
Officer and employee compensation		184,005		235,268
Affiliate payouts		191,421		466,858
Legal and Professional		127,489		264,533
General and administrative		128,827		145,047
Total operating expenses		1,143,611		1,591,253

Net income (loss) from operations		506,947		491,408

OTHER INCOME (EXPENSES):
Other income		-		23,526
Interest Expense		-		(11,973	)
Total other income (expense)		-		11,553

NET INCOME (LOSS)	$	506,947	$	502,961

	Common Stock				Additional		Accumulated
	Shares		Amount		Paid-in Capital		Deficit			Total

Balance, December 31, 2020		9,000	$	90	$	50,942	$	(278,470	)	$	(227,438	)
Share-based compensation						54,548		-			54,548
Owner distributions						-		(364,905	)		(364,905	)
Net income				-		-		502,961			502,961
Balance, June 30, 2021		9,000	$	90	$	105,490	$	(140,414	)	$	(34,834	)

Balance, December 31, 2021		9,333		93		160,939		(300,157	)		(300,064	)
Share-based compensation						54,548		-			54,548
Owner distributions						-		(239	)		(239	)
Net income				-				506,947			506,947
Balance, June 30, 2022		9,333	$	93	$	215,487	$	206,551		$	261,192

	·	Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

	·	Level 2 - Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly;

	·	Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

	·	Exercise professional judgment and maintain professional skepticism throughout the audit.

	·	Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

	·	Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed.

	·	Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

	·	Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time.

	December 31 2021			December 31 2020

ASSETS
Current assets:
Cash	$	503,237		$	755,829
Accounts receivable		-			3,560
Deferred contract costs		88,737			148,003
Due from related party					30,000
Prepaids and other current assets		22,858			17,003
Total current assets		614,832			954,395

Property and equipment, net		11,657			14,989

Total assets	$	626,489		$	969,384

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	59,203		$	292,373
Accrued liabilities		88,557			98,114
Contract liabilities		617,854			785,503
Total current liabilities		765,614			1,175,990

PPP Loan Payable					20,832
Total liabilities		765,614			1,196,822

Stockholders' equity:
Common Stock		93			90
Additional paid-in capital		160,939			50,942
Accumulated deficit		(300,157	)		(278,470	)
Total stockholders' equity		(139,125	)		(227,438	)

Total liabilities and stockholders' equity	$	626,489		$	969,384

	2021			2020
Revenues	$	3,762,496		$	4,059,530
Operating expenses:
Advertising		1,097,664			903,309
Officer and employee compensation		702,793			447,751
Affiliate payouts		575,533			917,630
Contract labor		265,631			640,706
Legal and professional fees		220,232			95,158
Merchant fees		121,316			140,313
Technology		96,969			106,483
Insurance		30,163			9,318
General and administrative		7,142			26,315
Contributions		3,495			35,570
Depreciation		3,332			1,666
Other		14,413			39,582
Total operating expenses		3,138,683			3,363,801
Operating income		623,813			695,729
Other income (expense):
Interest expense		(14,702	)		(2,026	)
Forgiveness of PPP loan payable		20,832			-
Other income		250,000			-
Total other income (expense)		256,130			(2,026	)
Net income	$	879,943		$	693,703

	Common Stock				Treasury Stock		Additional Paid-In		Accumulated			Total Stockholders'
	Shares		Amount		Amount		Capital		Deficit			Deficit
Balance, December 31, 2019		9,000	$	90	$	-	$	10	$	(138,391	)	$	(138,291	)
Share-based compensation		-		-		-		50,932		-			50,932
Distributions		-		-		-		-		(833,782	)		(833,782	)
Net income - 2020		-		-		-		-		693,703			693,703
Balance, December 31, 2020		9,000		90		-		50,942		(278,470	)		(227,438	)
Share-based compensation		333		3		-		109,997		-			110,000
Distributions		-		-		-		-		(901,630	)		(901,630	)
Net income - 2021		-		-		-		-		879,943			879,943
Balance, December 31, 2021		9,333	$	93	$	-	$	160,939	$	(300,157	)	$	(139,125	)

Increase (Decrease) in Cash and Cash Equivalents	For the Year Ended December 31,
	2021			2020
Cash flows from operating activities:
Net income	$	879,943		$	693,703
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		3,332			1,666
Share-based compensation		110,000			50,932
Forgiveness of PPP loan payable		(20,832	)		-
Changes in assets and liabilities:
Accounts receivable, net		3,560			(3,560	)
Deferred contract costs		59,266			(72,732	)
Due from related parties		30,000			(30,000	)
Prepaid expenses and other current assets		(5,855	)		(17,003	)
Accounts payable		(233,170	)		238,645
Accrued liabilities		(9,557	)		23,815
Contract liabilities		(167,649	)		386,704
Net cash provided by operating activities
		649,038			1,272,170
Cash flows from investing activities:
Acquisition of property and equipment		-			(16,655	)

Cash flows from financing activities:
Distributions		(901,630	)		(833,782	)
Proceeds from PPP loans payable		-			20,832
Net cash used in financing activities		(901,630	)		(812,950	)
Net (decrease) increase in cash and cash equivalents		(252,592	)		442,565
Cash and cash equivalents, beginning of year		755,829			313,264
Cash and cash equivalents, end of year	$	503,237		$	755,829
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	$	14,702		$	2,026

	Consolidated Historical June 30, 2022			SEO Butler			SEO Butler Pro Forma Adjustments (See Notes)				BCP Media		BCP Media Pro Forma Adjustments (See Notes)				Other Transaction Accounting Adjustments (See Notes)				Combined Pro Forma June 30, 2022
ASSETS
Current Assets
Cash and cash equivalents	$	424,720		$	87,221			(950,000	)	{a)	$	833,434		(2,933,434	)	(a)	$	12,434,485		(f)	$	9,896,426
Accounts receivable, net		37,650																				37,650
Deferred contract costs								-				93,404		(93,404	)	(c)						-
Inventory		108,194																				108,194
Prepaid expenses and other current assets		211,426						-				2,545		(2,545	)	(c)		(179,016	)	(f)		32,410
Total current assets		781,990			87,221			(950,000	)			929,383		(3,029,383	)			12,255,469				10,074,680

Non-current Assets
Fixed Assets, net		-						-				9,996		(9,996	)	(c)						-
Intangible assets		1,308,260						506,000		(d)				1,826,000		(d)						3,640,260
Due from related party		138,786																				138,786
Investment in unconsolidated joint ventures, cost method		160,901																				160,901
Investment in unconsolidated joint ventures, equity method		278,263																				278,263
Goodwill		-						357,020		(e)				3,249,014		(e)						3,606,034
																						-
TOTAL ASSETS		2,668,200			87,221			(86,980	)			939,379		2,035,635				12,255,469				17,898,924

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and other current liabilities		295,181			241			-				1,234		(1,234	)	(c)						295,422
Dividends payable		45,351																				45,351
Due to joint ventures		185,000																				185,000
Acquisition notes payable		17,323																				17,323
Notes Payable		41,363						-						2,399,000		(b)						2,440,363
Contingent consideration								-						-		(b)						-
Deferred Revenue		35,980										516,014										551,994
Total current liabilities		620,198			241			-				517,248		2,397,766				-				3,535,453

Total liabilities		620,198			241			-				517,248		2,397,766				-				3,535,453

STOCKHOLDERS' EQUITY
Net parent investment		-			373,620			(373,620	)	(c)												-
Preferred stock		69			-																	69
Common stock		2,356			-			-				93		(93	)	(c)		2,754		(f)		5,110
Additional paid-in capital		7,298,713			-			-				215,487		(155,487	)	(b), (c)		12,252,715		(f)		19,611,428
Retained earnings (accumulated deficit)		(5,253,136	)		(286,640	)		286,640		(c)		206,551		(206,551	)	(c)		-				(5,253,136	)
Total stockholders' equity		2,048,002			86,980			(86,980	)			422,131		(362,131	)			12,255,469				14,363,471

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	2,668,200		$	87,221		$	(86,980	)		$	939,379	$	2,035,635			$	12,255,469			$	17,898,924

	Consolidated Historical June 30, 2022			SEO Butler		SEO Butler Pro Forma Adjustments				BCP Media		BCP Media Pro Forma Adjustments				Transaction Accounting Adjustments		Combined Pro Forma June 30, 2022

Revenues	$	357,822		$	332,527	$	-			$	1,650,558	$	-			$	-	$	2,340,907
Cost of revenues		208,112			210,573		-				703,290		-				-		1,121,975
Gross profit		149,710			121,954		-				947,268		-				-		1,218,932

Operating expenses:
Selling, general and administrative expenses		1,031,663			51,773		44,583		(f)		312,832		140,917		(f)		-		1,581,768
Professional Fees		328,858					-				127,489		-				-		456,347
Total operating expenses		1,360,521			51,773		44,583				440,321		140,917				-		2,038,115

Income (loss) from operations		(1,210,811	)		70,181		(44,583	)			506,947		(140,917	)			-		(819,183	)

Other income (expense):
Equity Method Income		6,309			-		-				-		-				-		6,309
Dividend Income		1,333			-		-				-		-				-		1,333
Interest income (expense), net		1,144			-		-				-		(35,985	)	(g)		-		(34,841	)
Other income		1,354			3		-				-		-				-		1,357
Other expense		(29,557	)		-		-				-		-				-		(29,557	)
Loss on sale of asset		(34,306	)		-		-				-		-						(34,306	)
Total other income (expense)		(53,723	)		3		-				-		(35,985	)			-		(89,705	)

Income (loss) before income taxes		(1,264,534	)		70,184		(44,583	)			506,947		(176,902	)			-		(908,888	)
Income tax benefit		-			-		-				-		-				-		-
Net income (loss)		(1,264,534	)		70,184		(44,583	)			506,947		(176,902	)			-		(908,888	)
																			-
Dividends on Preferred stock		(45,728	)																(45,728	)
Net income (loss) available to Common Shareholders	$	(1,310,262	)	$	70,184	$	(44,583	)		$	506,947	$	(176,902	)		$	-	$	(45,728	)

Income (loss) per common share
Basic	$	(0.56	)															$	(0.02	)
Diluted	$	(0.56	)															$	(0.02	)

Shares used in computing earnings/(loss) per common share
Basic		2,355,045																	2,355,045
Diluted		2,355,045																	2,355,045

	Consolidated Historical December 31, 2021			SEO Butler			SEO Butler Pro Forma Adjustments				BCP Media			BCP Media Pro Forma Adjustments				Other Transaction Accounting Adjustments		Combined Pro Forma December 31, 2021
Revenues	$	1,808,543		$	720,610		$	-			$	3,762,496		$	-			$	-	$	6,291,649
Cost of revenues		1,073,509			366,382			-				1,673,197			-				-		3,113,088
Gross profit		735,034			354,228			-				2,089,299			-				-		3,178,561


Operating expenses:
Selling, general and administrative expenses		2,479,152			140,189			89,167		(g)		1,245,254			281,833		(g)		-		4,425,396
Professional Fees		208,193			-			-				220,232			-				-		428,425
Total operating expenses		2,687,345			140,189			89,167				1,465,486			281,833				-		4,853,821

Income (loss) from operations		(1,952,311	)		214,039			(89,167	)			623,813			(281,833	)			-		(1,239,016	)

Other income (expense):
Equity Method Income		50,684			-			-				-			-				-		50,684
Dividend Income		9,970			-			-				-			-				-		9,970
Interest income (expense), net		(9,805	)		-			-				(14,702	)		(71,970	)	(h)		-		(97,677	)
Other income		-			2			-				250,000			-				-		250,611
Forgiveness of debt		-			-			-				20,832			-				-		20,832
Total other income (expense)		50,849			2			-				256,130			(71,970	)			-		234,420

Income (loss) before income taxes		(1,901,462	)		214,041			(89,167	)			879,943			(353,803	)			-		(1,004,596	)
Income tax (provision) benefit		1,314			(29,424	)		-				-			-				-		(28,110	)
Net income (loss)		(1,900,148	)		184,617			(89,167	)			879,943			(353,803	)			-		(1,032,706	)
																					-
Dividends on Preferred stock		(106,825	)		-			-				-			-				-		(106,825	)
Net income (loss) available to Common Shareholders	$	(2,006,973	)	$	184,617		$	(89,167	)		$	879,943		$	(353,803	)		$	-	$	(106,825	)

Income (loss) per common share
Basic	$	(0.96	)																	$	(0.05	)
Diluted	$	(0.96	)																	$	(0.05	)

Shares used in computing earnings/(loss) per common share
Basic		2,080,733																			2,080,733
Diluted		2,080,733																			2,080,733

Preliminary Purchase Price:

Cash	$	950,000
Total preliminary purchase consideration	$	950,000

Preliminary Purchase Price Allocation
Cash	$	87,221
Website domains		70,000
Customer relationships		316,000
Trademarks and trade names		90,000
Non-compete agreement		30,000
Liabilities assumed		(241	)
Goodwill		357,020
Net assets acquired	$	950,000

Preliminary Purchase Price:

Cash	$	2,100,000
Promissory Note		2,399,000
Earn-out provision		60,000
Total preliminary purchase consideration	$	4,559,000

Preliminary Purchase Price Allocation
Website domains	$	130,000
Customer relationships		916,000
Trademarks and trade names		700,000
Non-compete agreement		80,000
Liabilities assumed – Deferred revenue		516,014
Goodwill		3,249,014
Net assets acquired	$	4,559,000

Cash paid to sellers of SEO Butler	$	(950,000	)
Cash paid to sellers of BCP Media		(1,250,000	)
Remove historical cash of BCP Media		(233,107	)
Net pro forma impact to cash	$	2,433,107

Note payable bearing interest at 3% per annum with a maturity date of October 14, 2023	$	2,399,000
Warrant for the purchase of Onfolio common shares at an exercise price of $4.75		60,000
Total other consideration given	$	2,459,000

Intangible assets acquired from purchase of SEO Butler	$	506,000
Intangible assets acquired from purchase of BCP Media		1,826,000
Total intangible assets acquired	$	2,332,000

Goodwill acquired from purchase of SEO Butler	$	357,020
Goodwill acquired from purchase of BCP Media		3,249,014
Total Goodwill acquired	$	3,606,034