Organization and Operations |
3 Months Ended |
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Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | NOTE 1. Organization and Operations
I-ON Digital Corp. (the “Company”) was incorporated on July 5, 1999, and is engaged in providing digital-based enterprise solutions, including the digitization and distribution of precious metals, primarily gold and other asset-based digital securities on the block chain.
On September 29, 2022, the Company effectuated an Equity Transfer Agreement (the “Sell-Off Agreement”) among the Company, I-ON Communications, Ltd. (the Company’s wholly owned subsidiary, “Communications”) and JFJ Digital Corp., a Delaware corporation (“JFJ”), whereby all of the outstanding equity of Communications was transferred to JFJ in exchange for the return of shares of the Company’s Common Stock held by Jae Cheol Oh and Hong Rae Kim, the Company’s principal executive officer and members of the Board of Directors (the “Sell-Off”). Pursuant to the Sell-Off Agreement, in addition to acquiring all of the outstanding capital stock of Communications, JFJ assumed all responsibilities for any debts, obligations and liabilities of Communications and acquire all rights to any assets of Communications, including, but not limited to, the Subscription Amount.
As a result of the Sell-Off, Communications ceased being a subsidiary of the Company. Accordingly, the operating results of Communications are reported in pretax income (loss), income tax, income (loss) before loss on equity investment, loss on equity investment, income (loss) before non-controlling interest, non-controlling interest income (loss), and net loss from discontinued operations, in the Statements of Operations for all periods presented. In addition, the related assets and liabilities held prior to the Sell-Off are reported as Assets and Liabilities of Discontinued Operations on the Balance Sheets. All amounts and disclosures included in the Notes to Financial Statements reflect only the Company’s continuing operations unless otherwise noted. For additional information, see Note 3 “Discontinued Operations” and Note 5 “Deconsolidation of Subsidiaries.”
In January 2023, the Company completed a Series A Preferred Stock Purchase Agreement (the “Purchase Agreement”) with I-ON Acquisition Corp. (“IAC”), a related party, pursuant to which IAC received 250,000. Each share of Series A Preferred Stock is convertible into shares of the Company’s common stock. The Series A Preferred Stock was subsequently distributed to IAC’s sole stockholder Carlos Montoya, the Company’s Chief Executive Officer. The Company’s total authorized Series A Preferred Stock is of which, a total of is issued and outstanding. shares of the Company’s Series A Preferred Stock for consideration of $
In March 2023, the Company signed a marketing consulting service agreement with a marketing consulting service company (the “Consultant”). According to the agreement, the Consultant will provide a comprehensive marketing, branding, and investor relation team focused on amplifying, growing, and refining the Company’s brand messaging and thought leadership position in the precious metals, web 3.0 and overall financial market place. The term is eighteen (18) months and renews automatically in six (6) month increments. The Company pays $11,000 for the monthly fees. The service agreement ended at the end of June 2023 by mutual agreement.
On December 15, 2023, the Company consummated its previously announced transaction contemplated by that certain Contribution and Exchange Agreement, dated as of October 30, 2023 (the “Contribution and Exchange Agreement”), by and between the Company and Orebits Acquisition Group, a Wyoming limited liability company (“OAG”), pursuant to which the Company acquired 100% controlling interest in Orebits Corp., in exchange for shares of Series C Preferred Stock of the Company (“Series C Stock” and such transaction, the “Transaction”). As part of the Contribution and Exchange Agreement, upon and by virtue of the consummation of the Transaction, OAG transferred all its right, title and interest in and to approximately Orebits.AU gold-backed digital assets to the Company, which have an estimated value of $17.6 million. The disinterested members of the Board of Directors determined that the consideration paid for the shares of Orebits approximated their fair market value. shares of currently outstanding common stock of Orebits Corp. (“Orebits”), representing the
To determine if the acquisition is a business combination or an acquisition of assets, Management considered the specific criteria outlined in the generally accepted accounting principles (GAAP), particularly those related to business combinations as defined by Accounting Standards Codification (ASC) 805. According to GAAP (ASC 805-10-20), a business consists of inputs, processes applied to those inputs, and the ability to create outputs. Orebits Corp. has been inactive for years and possesses only one asset without generating revenues or conducting significant activities, so it does not meet the definition of a business under GAAP. Orebits Corp. does not meet the definition of a business and only holds a single asset, so the transaction was treated as an acquisition of assets rather than a business combination.
The acquisition of Orebits Corp. has had a significant impact on the Company’s consolidated balance sheets. The acquiree Orebits Corp. carried only one asset – 17.6 million. After the acquisition, the value of the assets on the consolidated balance sheets increased by $17,643,284 and there was no increase in liabilities. Orebits AU gold-backed digital assets having a post transaction value of $
Orebits Corp. did not have any operations so there is no impact to the consolidated statements of operations for the Company.
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