ONFO Onfolio Holdings Inc

Onfolio Holdings Inc. (NASDAQ: ONFO, ONFOW) ("Onfolio" or the "Company"), a holding company that acquires and manages a diversified portfolio of online businesses across a broad range of verticals, announces financial results for the second quarter ended June 30, 2024.

Financial Highlights

• Second quarter revenue grew 32% to $1.73M vs. $1.31M in the prior year period and vs. $1.59M in 1Q24
• Second quarter gross profit grew 18% to $0.975M vs. $0.82M in the prior year period and vs. $1M in 1Q24
• Second quarter total operating expenses decreased 18% to $1.73M vs. $2.12M in the prior year period and vs. $1.67M in 1Q24
• Second quarter net loss to common shareholders decreased 36% to $0.86M vs. $1.34M in the prior year period and vs. $0.63M in 1Q24
• Cash at 6/30/24 was $0.31M vs. $0.98M at 12/31/23

“The second quarter of 2024 saw our revenue and gross profit improve again, while we continued to make efforts to further reduce cash burn. Our cash used in operations for the quarter was $332k, the lowest use of cash for operating activities since our IPO, compared to cash used in operations of $534k during the same period in 2023 and $400k in 1Q24,” commented Onfolio Holdings CEO Dominic Wells.

“We also closed on one new acquisition in Q2, which was the June acquisition of DDS Rank. This was the first acquisition funded by our SPV, allowing us to acquire a profitable business while only use a minimal amount of our own cash. As the acquisition was made in June, its impact won’t show up until Q3.

“We continue to maintain an active acquisition pipeline, which includes some of the businesses we’ve referenced previously, and we expect our recently adopted SPV model to be able to play a part in any of our future acquisitions”

“As well as our SPV enabling us to bring in new acquisitions, we also made further expense reductions in Q2 which will impact us from Q3 onwards. Our goal continues to be reducing expenses, growing revenue, and closing on new acquisitions. At the same time, we continue to have discussions with lenders about debt financing to increase our cash balance, extend our runway, and reach profitability. We believe the key for us is closing on the right financing at the right time.

“It is also worth noting that our internal modelling indicates that we may be able to reach profitability without further acquisitions, as we continue to make progress with margin improvements,” concluded Wells.

About Onfolio Holdings

Onfolio Holdings acquires controlling interests in and actively manage small online businesses that we believe (i) operate in sectors with long-term growth opportunities, (ii) have positive and stable cash flows, (iii) face minimal threats of technological or competitive obsolescence and (iv) can be managed by our existing team or have strong management teams largely in place. Through the acquisition and growth of a diversified group of online businesses with these characteristics, we believe we offer investors in our shares an opportunity to diversify their own portfolio risk. Our company excels at finding acquisition opportunities where the seller has not fully optimized their business, and our experience and skillset allows us to add increased value to these existing businesses. Visit www.onfolio.com for more information.

Forward-Looking Statements

The information posted in this release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by use of the words "may" "will," "should," "plans," "explores," "expects," "anticipates," "continues," "estimates," "projects," "intends," and similar expressions. Examples of forward-looking statements include, among others, statements we make regarding expected operating results, such as revenue growth and earnings, and strategy for growth and financial results.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: general economic and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, delays in completing new customer offerings, changes in customer order patterns, changes in customer offering mix, continued success in technological advances and delivering technological innovations, delays due to issues with outsourced service providers, those events and factors described by us in Item 1.A "Risk Factors" in our most recent Form 10-K and Form 10-Q; other risks to which our company is subject; other factors beyond the company's control. Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

For investor inquiries:

investors@onfolio.com

Onfolio Holdings, Inc.
Consolidated Balance Sheets
(Unaudited)
	June 30				December 31
	2024				2023
Assets
Current Assets:
Cash		310,025				982,261
Accounts receivable, net		264,877				90,070
Inventory		84,586				92,637
Prepaids and other current assets		164,629				111,097
Total Current Assets		824,117				1,276,065
Intangible assets		4,397,519				3,110,204
Goodwill		3,095,969				1,167,194
Due from related party		121,318				150,971
Investment in unconsolidated joint ventures, cost method		203,007				154,007
Investment in unconsolidated joint ventures, equity method		266,825				273,042
Total Assets	$	8,908,755			$	6,131,483
Liabilities and Stockholders Equity
Current Liabilities:
Accounts payable and other current liabilities	$	703,477			$	493,816
Dividends payable		83,089				68,011
Notes payable, current		128,707				17,323
Contingent consideration		1,929,000				60,000
Deferred revenue		172,010				149,965
Total Current Liabilities		3,016,283				789,115
Notes payable		890,000				-
Notes payable - related parties		199,000				-
Due to joint ventures - long term		-				-
Total Liabilities		4,105,283				789,115
Commitments and Contingencies
Stockholders' Equity:
Preferred stock, $0.001 per value, 5,000,000 shares authorized
Series A Preferred stock, $0.001 par value, 1,000,000 shares authorized, 92,260 issued and outstanding at June 30, 2024 and December 31, 2023		118				93
Common stock, $0.001 par value, 50,000,000 shares authorized, 5,107,395 issued and outstanding at June 30, 2024 and December 31, 2023		5,128				5,108
Additional paid-in capital		21,847,663				21,107,311
Accumulated other comprehensive income		159,119				182,465
Accumulated deficit		(17,529,038	)			(15,952,609	)
Total Onfolio Inc. stockholders equity		4,482,990				5,342,368
Non-Controlling Interests		320,482				-
Total Stockholders' Equity		4,803,472				5,342,368
Total Liabilities and Stockholders' Equity	$	8,908,755			$	6,131,483
The accompanying notes are an integral part of these consolidated financial statements

Onfolio Holdings, Inc.
Consolidated Statements of Operations
(Unaudited)
	For the Three Months Ended June 30,								For the Six Months Ended June 30,
	2024				2023				2024				2023
Revenue, services	$	993,166			$	295,750			$	1,716,717			$	688,151
Revenue, product sales		733,433				1,014,293				1,596,784				1,973,626
Total Revenue		1,726,599				1,310,043				3,313,501				2,661,777
Cost of revenue, services		557,518				129,622				924,224				433,786
Cost of revenue, product sales		193,650				364,850				409,510				669,207
Total cost of revenue		751,168				494,472				1,333,734				1,102,993
Gross profit		975,431				815,571				1,979,767				1,558,784
Operating expenses
Selling, general and administrative		1,504,349				1,572,825				2,842,204				3,192,205
Professional fees		221,255				303,443				401,445				627,828
Impairement of goodwill and intangible assets		-				189,937				-				189,937
Acquisition costs		8,946				57,393				103,287				208,007
Total operating expenses		1,734,550				2,123,598				3,346,936				4,217,977
Loss from operations		(759,119	)			(1,308,027	)			(1,367,169	)			(2,659,193	)
Other income (expense)
Equity method income		(1,063	)			5,207				(6,217	)			12,095
Dividend income		-				247				-				1,516
Interest income (expense), net		(22,718	)			2,626				(40,438	)			58,758
Other income		1,163				5,822				1,590				8,624
Impairment of investments		-				-				-				-
Loss on sale of asset		-				-				-				-
Total other income		(22,618	)			13,902				(45,065	)			80,993
Loss before income taxes		(781,737	)			(1,294,125	)			(1,412,234	)			(2,578,200	)
Income tax (provision) benefit		-				-				-				-
Net loss		(781,737	)			(1,294,125	)			(1,412,234	)			(2,578,200	)
Net loss attributable to noncontrolling interest		1,254				-				1,918				-
Net loss attributable to Onfolio Holdings Inc.		(780,483	)			(1,294,125	)			(1,410,316	)			(2,578,200	)
Preferred Dividends		(84,468	)			(50,244	)			(166,113	)			(101,269	)
Net loss to common shareholders	$	(864,951	)		$	(1,344,369	)		$	(1,576,429	)		$	(2,679,469	)
Net loss per common shareholder
Basic and diluted	$	(0.17	)		$	(0.26	)		$	(0.31	)		$	(0.52	)
Weighted average shares outstanding
Basic and diluted		5,109,373				5,110,195				5,108,384				5,110,195
The accompanying notes are an integral part of these consolidated financial statements

Onfolio Holdings, Inc.
Consolidated Statements of Stockholders' Equity
For the Three and Six Months Ended June 30, 2024 and 2023
(Unaudited)
	Preferred Stock, $0.001 Par value							Common Stock, $0.001 Par Value							Additional				Accumulated				Accumulated Other				Non				Stockholders'
	Shares			Amount				Shares			Amount				Paid-In Capital				Deficit				Comprehensive Income				Controlling Interest				Equity
Balance, December 31, 2023	92,260			$	93			5,107,395			$	5,108			$	21,107,311			$	(15,952,609	)		$	182,465			$	-			$	5,342,368
								-				-								-				-				-				-
Acquisition of Business	17,000				17			-				-				484,983				-				-				126,000				611,000
Sale of preferred stock for cash	400				-			-				-				10,000				-				-				-				10,000
Stock-based compensation	-				-			-				-				17,887				-				-				-				17,887
Warrants issued for acquisition	-				-			-				-								-				-				-				-
Preferred dividends	-				-			-				-				-				(81,645	)			-				-				(81,645	)
Foreign currency translation	-				-			-				-				-				-				(39,134	)			-				(39,134	)
Net loss	-				-			-				-				-				(629,833	)			-				(664	)			(630,497	)
Balance, March 31, 2024	109,660				110			5,107,395				5,108				21,620,181				(16,664,087	)			143,331				125,336				5,229,979
								-				-								-				-				-				-
Acquisition of Business	8,000				8			-				-				199,992				-				-				200,000				400,000
Stock-based compensation	-				-			-				-				27,510				-				-				-				27,510
Common stock issued for exercise of options	-				-			20,000				20				(20	)			-				-				-				-
Preferred dividends	-				-			-				-				-				(84,468	)			-				-				(84,468	)
Foreign currency translation	-				-			-				-				-				-				15,788								15,788
Distribution to non-controlling interest																												(3,600	)			(3,600	)
Net loss	-				-			-				-				-				(780,483	)			-				(1,254	)			(781,737	)
Balance, June 30, 2024	117,660			$	118			5,127,395			$	5,128			$	21,847,663			$	(17,529,038	)		$	159,119			$	320,482			$	4,803,472
Balance, December 31, 2022	69,660				70			5,107,395				5,108				19,950,776				(7,580,490	)			96,971				-				12,472,435
Stock-based compensation	-				-			-				-				233,355				-				-				-				233,355
Preferred dividends	-				-			-				-				-				(51,025	)			-				-				(51,025	)
Foreign currency translation	-				-			-				-				-				-				(7,481	)			-				(7,481	)
Net loss	-				-			-				-				-				(1,284,075	)			-				-				(1,284,075	)
Balance, March 31, 2023	69,660				70			5,107,395				5,108				20,184,131				(8,915,590	)			89,490				-				11,363,209
Stock-based compensation	-				-			-				-				250,242				-				-				-				250,242
Preferred dividends	-				-			-				-				-				(50,244	)			-				-				(50,244	)
Foreign currency translation	-				-			-				-				-				-				20,067				-				20,067
Net loss	-				-			-				-				-				(1,294,125	)			-				-				(1,294,125	)
Balance, June 30, 2023	69,660			$	70			5,107,395			$	5,108			$	20,434,373			$	(10,259,959	)		$	109,557			$	-			$	10,289,149
The accompanying notes are an integral part of these unaudited consolidated financial statements

Onfolio Holdings, Inc.
Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2024 and 2023
(Unaudited)
	2024				2023
Cash Flows from Operating Activities
Net loss	$	(1,412,234	)		$	(2,578,200	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Stock-based compensation expense		45,397				483,597
Equity method income		6,217				(12,095	)
Dividends received from equity method investment		-				15,266
Impairment of Cost method investment		-				-
Loss on sale of asset		-				-
Amortization of intangible assets		555,802				361,108
Impairment of intangible assets		-				189,937
Net change in:
Accounts receivable		(174,807	)			31,241
Inventory		8,051				(12,854	)
Prepaids and other current assets		(53,532	)			47,791
Accounts payable and other current liabilities		209,661				(198,231	)
Due to joint ventures		29,653				(17,806	)
Deferred revenue		22,045				134,071
Due to related parties		-				-
Net cash used in operating activities		(763,747	)			(1,556,175	)
Cash Flows from Investing Activities
Proceeds from sale of intangible assets		-				-
Cash paid to acquire businesses		(255,000	)			(850,000	)
Investments in joint ventures		(49,000	)			-
Net cash used in investing activities		(304,000	)			(850,000	)
Cash Flows from Financing Activities
Proceeds from sale of Series A preferred stock		10,000				-
Payments of preferred dividends		(151,035	)			(109,053	)
Payment of contribution to joint venture note payable		-				-
Distributions to non-controlling interest holders		(3,600	)
Proceeds from notes payable		417,900				(40,000	)
Payments on note payables		(56,516	)			(49,744	)
Proceeds from notes payable - related parties		200,000
Payments on note payables - related parties		(1,000	)
Net cash provided by financing activities		415,749				(198,797	)
Effect of foreign currency translation		(20,238	)			(30,305	)
Net Change in Cash		(672,236	)			(2,635,277	)
Cash, Beginning of Period		982,261				6,701,122
Cash, End of Period		310,025			$	4,065,845
Cash Paid For:
Income Taxes	$	-			$	-
Interest	$	41,700			$	18,836
Non-cash transactions:
Notes payable issued for asset acquisitions	$	640,000			$	-
Preferred stock issued for acquisitions	$	625,000			$	-
Contingent consideration issued for acquisitions	$	1,869,000			$	-
Common stock options issued for acquisitions	$	60,000			$	-
Non-controlling interest issued for acquisitions	$	126,000			$	-
Shares issued for conversion of options	$	20			$	-
The accompanying notes are an integral part of these consolidated financial statements

Onfolio
Weighted Average Common Stock Outstanding
6/30/2024
Year to Date FY 2024						Quarter to Date FY 2023
		Total						Total
Issued Date	# Shares	Shares	# Days	Average # Shs		Issued Date	# Shares	Shares	# Days	Average # Shs
12/31/2023	5,107,395	5,107,395	173	883,579,335		3/31/2024	5,107,395	5,107,395	82	418,806,390
6/21/2024	20,000	5,127,395	9	46,146,555		6/21/2024	20,000	5,127,395	9	46,146,555
6/30/24						6/30/24
Total	5,127,395		182	929,725,890		Total	5,127,395		91	464,952,945

	Pre acquisition
			Onfolio		Total Proforma						Total Proforma
	DDS		YTD Q2 24 Consolidated		before adjustments						After Adjustments			Previous YTD		Three months
							DDS		Other
Revenue	141,398		3,313,501		3,454,899						3,454,899			1,586,902		1,867,997
COGS			1,333,734		1,333,734						1,333,734			582,566		751,168
Gross Profit	141,398		1,979,767		2,121,165				-		2,121,165			860,917		1,260,248
Operating Expenses
SG&A	75,473		2,842,204		2,917,677		112,248				3,029,925			1,393,979		1,635,946
Impairment			-		-						-			-
Professional Fees			401,445		401,445						401,445			180,190		221,255
Acquisition costs			103,287		103,287				(103,287	)	-			-		-
Total Operating	75,473		3,346,936		3,422,409		112,248		(103,287	)	3,431,370			2,121,446		1,309,924
Operating Income/loss	65,925		(1,367,169	)	(1,301,244	)	(112,248	)	103,287		(1,310,205	)		(1,260,530	)	(49,676	)
Total other income			(45,065	)	(45,065	)	(7,000	)			(52,065	)		(25,947	)	(26,118	)
Loss before income taxes	65,925		(1,412,234	)	(1,346,309	)	(119,248	)	103,287		(1,362,270	)		(1,213,353	)	(148,917	)
Income tax (provision) benefit			-		-						-			-		-
Net Income (loss)	65,925		(1,412,234	)	(1,346,309	)	(119,248	)	103,287		(1,362,270	)		(1,213,353	)	(148,917	)
Preferred dividends			(166,113	)	(166,113	)					(166,113	)		(51,025	)	(115,088	)
net loss available to common			(1,578,347	)	(1,512,422	)	(119,248	)	103,287		(1,528,383	)		(1,264,378	)	(264,005	)
Net Loss per share					(0.30	)					(0.30	)				(0.05	)
WASO					5,110,195						5,110,195					5,110,195