SecProbe.io

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 onfo_corresp.htm Onfolio Holdings Inc. August 27, 2025 VIA EDGAR ONLY United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Onfolio Holdings Inc. (the " Company ") Registration Statement on Form S-1 File No. 333-289787 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective at 5:30 PM on August 29, 2025, or as soon thereafter as is practicable. Very truly yours, Onfolio Holdings Inc. By: /s/ Dominic Wells Name: Dominic Wells Title: Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 26, 2025

Dominic Wells
Chief Executive Officer
Onfolio Holdings Inc.
1007 North Orange Street, 4th Floor
Wilmington, DE 19801

 Re: Onfolio Holdings Inc.
 Registration Statement on Form S-1
 Filed August 22, 2025
 File No. 333-289787
Dear Dominic Wells:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rule 461 regarding requests for acceleration. We remind
you that the
company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jeff Kauten at 202-551-3447 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: David M. Bovi
</TEXT>
</DOCUMENT>

CORRESP
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onfo-accelerationrequestu

EF Hutton,

Division of Benchmark Investments, LLC

590 Madison Avenue

39th Floor

New York, New York 10022

August
23, 2022

Securities
and Exchange Commission

Division
of Corporation Finance

100 F
Street, N.E.

Washington,
D.C. 20549

Re:

Onfolio
Holdings Inc.

Registration
Statement on Form S-1

File
No. 333-264191

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies
and Gentlemen:

Pursuant to Rule
461 of the General Rules and Regulations under the Securities Act
of 1933, as amended (the “Securities Act”), EF Hutton,
Division of Benchmark Investments, LLC (“EF Hutton”),
as representative of the underwriters of the offering, hereby joins
the request of Onfolio Holdings Inc. that the effective date of the
above-referenced Registration Statement on Form S-1 be accelerated
so that it may become effective at 5:30 p.m., Eastern Daylight
Time, on Thursday, August 25, 2022, or as soon thereafter as
practicable.

Pursuant to Rule
460 of the General Rules and Regulations of the Securities and
Exchange Commission under the Securities Act, we wish to advise you
that approximately 350 copies of the preliminary prospectus dated
April 7, 2022, have been distributed to prospective underwriters
and dealers, institutional investors, retail investors and
others.

The
undersigned confirms that it has complied with and will continue to
comply with, and it has been informed or will be informed by
participating dealers that they have complied with or will comply
with, Rule 15c2-8 promulgated under the Securities Exchange Act of
1934, as amended, in connection with the above-referenced
issue.

                                                                                          Best
Regards,

EF
Hutton,

Division of
Benchmark Investments LLC

By:

/s/  Sam Fleischman

Sam
Fleischman

Supervisory
Principal

CORRESP
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onfolio_corresp

Onfolio
Holdings Inc.

August
23, 2022

VIA EDGAR ONLY

United
States Securities and Exchange Commission

Division
of Corporation Finance

100 F.
Street, N.E.

Washington,
D.C. 20549

Re: Onfolio Holdings Inc. (the "Company")

Registration Statement on Form S-1

File No. 333-264191

Ladies
and Gentlemen:

In accordance with Rule
461 under the Securities Act of 1933, as amended, the undersigned
respectfully requests that the
effective date of the above-referenced Registration Statement be
accelerated so that the same will become effective at 5:30 PM on
August 25, 2022, or as soon thereafter as is
practicable.

Very
truly yours,

Onfolio
Holdings Inc.

By: /s/
Dominic Wells

Name:
Dominic Wells

Title:
Chief Executive Officer

CORRESP
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onfo_corresp.htmOnfolio Holdings Inc.

 August 16, 2022

 Office of Financial Technology

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

    Attn:

   Claire DeLabar, Senior Staff Accountant

 Robert Littlepage, Accounting Branch Chief

 Kyle Wiley, Staff Attorney

 Jeff Kauten, Staff Attorney

   Re:

   Onfolio Holdings Inc.

 Amendment No. 5 to Registration Statement on

 Form S-1 Filed July 25, 2022

 File No. 333-264191

 Dear Staff Members:

 Onfolio Holdings Inc. is providing this Amendment No. 5 to its Registration Statement on Form S-1, which includes the company’s June 30, 2022 financial information and reflects the company’s 1-for-4.7619 reverse stock split.

 Sincerely,

    /s/Dominic Wells

   Dominic Wells,

 Chief Executive Officer,

 Onfolio Holdings Inc.

    cc:

   David M. Bovi, P.A.

 EF Hutton, division of Benchmark Investments, LLC

 Carmel, Milazzo & Feil LLP

 BF Borgers CPA PC

CORRESP
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accelerationrequestwithdr

EF Hutton,

Division of Benchmark Investments, LLC

590 Madison Avenue

39th Floor

New York, New York 10022

August
04, 2022

VIA EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100 F
Street, N.E.

Washington,
DC. 20549

  Re:

  Onfolio
Holdings Inc.

  Registration
Statement on Form S1

  File
No. 333-264191

Ladies
and Gentlemen:

Reference
is made to our letter, dated August 1, 2022, in which we requested
acceleration of the effective date of the above
referenced Registration Statement to 5:30 PM Eastern
Daylight Time on August 4, 2022. We are no longer requesting that
such Registration Statement be declared effective at such time, and
we hereby formally, and with immediate
effect, withdraw our request for acceleration of the
effective date.

Very truly
yours,

EF
Hutton,

Division of
Benchmark Investments LLC

/s/
Sam
Fleischman

Sam
Fleischman

Supervisory
Principal

CORRESP
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onfolio_corresp

Onfolio Holdings Inc.

August
4, 2022

VIA EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100 F
Street, N.E.

Washington,
DC. 20549

Re:

Onfolio
Holdings Inc.

Registration
Statement on Form S-1

File No.
333-264191

Ladies
and Gentlemen:

Reference
is made to our letter, dated August 1, 2022, in which we requested
acceleration of the effective date of the above
referenced Registration Statement to 5:30 PM Eastern
Daylight Time on August 4, 2022. We are no longer requesting that
such Registration Statement be declared effective at such time, and
we hereby formally, and with immediate
effect, withdraw our request for acceleration of the
effective date.

Very
truly yours,

Onfolio
Holdings Inc.

/s/
Dominic
Wells

Dominic
Wells

Chief
Executive Officer

CORRESP
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onfolio_corresp.htm

      Onfolio Holdings Inc.

 August 1, 2022

 VIA EDGAR ONLY

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

   Re: Onfolio Holdings Inc. (the “Company”)

 Registration Statement on Form S-1

 File No. 333-264191

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective at 4:01 PM on August 4, 2022, or as soon thereafter as is practicable.

   Very truly yours,

      Onfolio Holdings Inc.

    By:  /s/ Dominic Wells

   Name:

  Dominic Wells

     Title:  Chief Executive Officer

CORRESP
1
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onfolio_corresp.htm

 EF Hutton,

 Division of Benchmark Investments, LLC

 590 Madison Avenue

 39th Floor

 New York, New York 10022

 August 1, 2022

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

     Re:

   Onfolio Holdings Inc.

 Registration Statement on Form S-1

 File No. 333-264191

 REQUEST FOR ACCELERATION OF EFFECTIVENESS

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), EF Hutton, Division of Benchmark Investments, LLC (“EF Hutton”), as representative of the underwriters of the offering, hereby joins the request of Onfolio Holdings Inc. that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that it may become effective at 4:01 p.m., Eastern Daylight Time, on Thursday, August 04, 2022, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we wish to advise you that approximately 350 copies of the preliminary prospectus dated April 7, 2022, have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

 The undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

     Best Regards,

   EF Hutton,

 Division of Benchmark Investments LLC

   /s/ Sam Fleischman

   Sam Fleischman

   Supervisory Principal

CORRESP
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onfolioseccoverletter

Onfolio Holdings Inc.

July 22, 2022

Office
of Financial Technology

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attn:

Claire DeLabar, Senior Staff
Accountant

Robert
Littlepage, Accounting Branch Chief

Kyle
Wiley, Staff Attorney

Jeff
Kauten, Staff Attorney

Re:

Onfolio
Holdings Inc.

Amendment
No. 4 to Registration Statement on

Form
S-1 Filed June 14, 2022

File
No. 333-264191

Dear Staff Members:

Onfolio
Holdings Inc. is providing this
Amendment No. 4 to its Registration Statement on Form
S-1.

 Sincerely,

/s/Dominic
Wells

Dominic
Wells,

Chief
Executive Officer,

Onfolio Holdings Inc.

cc:

David
M. Bovi, P.A.

EF Hutton, division of Benchmark Investments, LLC

Carmel, Milazzo & Feil LLP

BF
Borgers CPA PC

CORRESP
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onfolio_corresp.htmOnfolio Holdings Inc.

 June 14, 2022

 Office of Financial Technology

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

         Attn:

   Claire DeLabar, Senior Staff Accountant

 Robert Littlepage, Accounting Branch Chief

 Kyle Wiley, Staff Attorney

 Jeff Kauten, Staff Attorney

       Re:

   Onfolio Holdings Inc.

 Amendment No. 3 to Registration Statement on Form S-1

 Filed May 13, 2022

 File No. 333-264191

  Dear Staff Members:

  Onfolio Holdings Inc. is providing this Amendment No. 3 to its Registration Statement on Form S-1 reflecting, among other things, a revised offering amount and price range.

  Sincerely,

  /s/Dominic Wells

 Dominic Wells,

 Chief Executive Officer,

 Onfolio Holdings Inc.

       cc:

   David M. Bovi, P.A.

 EF Hutton, division of Benchmark Investments, LLC

 Carmel, Milazzo & Feil LLP

 BF Borgers CPA PC

CORRESP
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onfolio_corresp

Onfolio Holdings Inc.

May 13, 2022

Office
of Financial Technology

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attn:

Claire
DeLabar, Senior Staff Accountant

Robert
Littlepage, Accounting Branch Chief

Kyle
Wiley, Staff Attorney

Jeff
Kauten, Staff Attorney

Re:

Onfolio Holdings Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed April 26, 2022

`

File No. 333-264191

Dear Staff Members:

At the request of the U.S. Securities and Exchange Commission (the
“Commission”), Onfolio Holdings Inc.
(the “Company”) is
providing this letter in response to the comments made in the
Commission’s letter dated May 10, 2022 regarding the
Company’s Form S-1/A filed April 26, 2022. Your comments and the Company’s responses
are set forth below. Capitalized terms not otherwise defined herein
shall have the meanings given to such terms in the Company’s
Form S-1/A2 filed with the Commission concurrently with this
letter.

Form S-1/A filed April 26, 2022

Financial Statements

Consolidated Statements of Operations, page F-4

1.

Please revise to
state separately the cost of products sold and cost of services for
the periods presented pursuant to Rule 5-03(b)(2) of Regulation
S-X.

Response: We have revised our disclosures
accordingly.

Office
of Financial Technology

Division of Corporation Finance

United States Securities and Exchange Commission

May 13, 2022

Page 2

Note 2 - Summary of Significant Accounting Policies, page
F-7

2.

Please expand the
accounting policy disclosure to include your accounting policy for
cost of product revenues and cost of services.

Response: We have revised our disclosures in Note 2
accordingly.

Sincerely,

/s/Dominic
Wells

Dominic
Wells,

Chief
Executive Officer,

Onfolio Holdings Inc.

cc:

David M. Bovi, P.A.

EF Hutton, division of Benchmark Investments, LLC

Carmel, Milazzo & Feil LLP

BF
Borgers CPA PC

United States securities and exchange commission logo
May 10, 2022
Dominic Wells
Chief Executive Officer
Onfolio Holdings, Inc.
Executive Centre Taipei, Level 4
Neihu New Century Building No, No. 55, Zhouzi St
Neihu District, Taipei City, 114, Taiwan
Re:Onfolio Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed April 26, 2022
File No. 333-264191
Dear Mr. Wells:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1/A filed April 26, 2022
Financial Statements
Consolidated Statements of Operations, page F-4
1.Please revise to state separately the cost of products sold and cost of services for the
periods presented pursuant to Rule 5-03(b)(2) of Regulation S-X.
Note 2 - Summary of Significant Accounting Policies, page F-7
2.Please expand the accounting policy disclosure to include your accounting policy for cost
of product revenues and cost of services.

 FirstName LastNameDominic Wells
 Comapany NameOnfolio Holdings, Inc.
 May 10, 2022 Page 2
 FirstName LastName
Dominic Wells
Onfolio Holdings, Inc.
May 10, 2022
Page 2
            You may contact Claire DeLabar, Senior Staff Accountant, at 202-551-3349 or Robert
Littlepage, Accounting Branch Chief, at 202-551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Kyle Wiley, Staff
Attorney, at 202-344-5791 or Jeff Kauten, Staff Attorney, at 202-551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       David M. Bovi

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onfoliosecresponseletterd

Onfolio Holdings Inc.

April 25, 2022

Office
of Financial Technology

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

  Attn:

  Claire DeLabar,
Senior Staff Accountant

  Robert Littlepage,
Accounting Branch Chief

  Kyle Wiley, Staff
Attorney

  Jeff Kauten, Staff
Attorney

  Re:

  Onfolio
Holdings Inc.

  Registration
Statement on Form S-1

  Filed
April 7, 2022

  File
No. 333-264191

Dear Staff Members:

At the request of the U.S. Securities and Exchange Commission (the
“Commission”), Onfolio Holdings Inc.
(the “Company”) is
providing this letter in response to the comments made in the
Commission’s letter dated April 20, 2022. Your comments and
the Company’s responses are set forth below. Capitalized
terms not otherwise defined herein shall have the meanings given to
such terms in the Company’s Form S-1/A filed with the
Commission concurrently with this letter.

Registration Statement on Form S-1

Cover Page

1.

We note your
response to prior comment 1 and your statements throughout the
prospectus that you do not have a principal executive office.
Please revise the cover page to provide the address and phone
number of your principal executive offices as required by the form
and to facilitate compliance with Securities Exchange Act Rules
14a-8 and 14d-3(a)(2)(i).

Response: The disclosure on the Cover Page and other
applicable sections of the prospectus been revised
accordingly.

Office
of Financial Technology

Division of Corporation Finance

United States Securities and Exchange Commission

April 25, 2022

Page 2

Provisions in our certificate of incorporation and bylaws, page
43

2.

We note your
response to prior comment 6 and prior comment 18. To the extent
true, please revise paragraph four of your risk factor to clarify
that your state exclusive forum provision does not apply to actions
arising under the Securities Act or Exchange Act and make
corresponding revisions to Section 7.06 of your
bylaws.

Response: The disclosure in paragraph four of the risk
factor and the text of Section 7.06 of the bylaws has been revised
accordingly.

Management's Discussion and Analysis of Financial Condition and
Results of Operations Components of Results of Operations, page
50

3.

We note that Cost
of Revenue on page 50 only pertains to product revenues and that
your Cost of Revenue has increased from $14,008 to $1,073,509 and
from 2% to 59% of sales from 2020 to 2021. We also note on page 52
that you incurred larger costs associated with growth in service
revenue. Please expand the discussion to include a detailed
description of the costs of revenues related to service revenues,
including the types of costs allocated to your service revenues.
Refer to Item 303 of Regulation S-K to describe any significant
components of cost of revenues expenses that would be material to
an understanding of your results of operations. Please revise the
financial statements and MD&A narrative
accordingly.

Response:
We have revised our disclosures on page 50 to note
the costs of our service revenue included within total Cost of
Revenue and expanded our discussion of the comparison between
periods.

Results of Operations, page 51

4.

Please expand the
discussion of revenues and costs of revenues to address any known
trends or uncertainties that have had or that are reasonably likely
to have a material favorable or unfavorable impact on net sales or
revenues or income from continuing operations, pursuant to Item 303
of Regulation S-K. Please separately discuss changes in revenues
due to changes in price and volume from period to
period.

Response: We have revised our disclosures
accordingly.

Financial Statements

Note 1 - Nature of Business and Organization, page F-7

5.

Refer to your
response to previous comment 10. Please expand the disclosure to
clarify that the full results of Onfolio LLC since its creation are
included in the historical financial statements pursuant to ASC
805-50-45 and the transaction is recorded as though the transaction
occurred at the beginning of 2020, the period of the transaction,
pursuant to ASC 805-50-45-4.

Office
of Financial Technology

Division of Corporation Finance

United States Securities and Exchange Commission

April 25, 2022

Page 3

Response: We have revised our disclosure in Note 1
accordingly to refer to the full results of Onfolio LLC being
included since its inception in 2019.

Investment in Unconsolidated Entities - Equity and Cost Method
Investments, page F-7

6.

We note the revised
disclosure on page 75. Please clarify in your policy disclosure how
the value of the investments in the joint ventures were determined
at the time of acquisition.

Response: We have revised our disclosures
accordingly.

Note 2 - Summary of Significant Accounting Policies

Variable Interest Entities, page F-7

7.

Refer to your
response to comment 15. Please expand the disclosure on page F-7 to
include the proposed disclosure in your response regarding the
detailed description of the characteristics of the joint ventures
that preclude VIE accounting treatment.

Response: We have revised our disclosures
accordingly.

Note 10 - Subsequent Events, page F-16

8.

Please expand the
disclosure of stock options awarded subsequent to year end to
disclose the amount of expense for the shares that vest immediately
and the grant date fair value for 236,000 and 110,000 option
grants.

Response: We have revised our disclosures
accordingly.

9.

Please revise the
disclosure to include disclosure of the additional 4,000 Series A
Preferred Stock issued on March 28, 2022, including the per share
issuance price, aggregate proceeds and whether the terms are
identical to the outstanding Series A Preferred Stock.

Response: We have revised our disclosures
accordingly.

Office
of Financial Technology

Division of Corporation Finance

United States Securities and Exchange Commission

April 25, 2022

Page 4

The
following comment is previous comment 19 contained in the
Commission’s February 17, 2022 letter that was inadvertently
not addresses by the Company in its April 7, 2022 response
letter.

General

[19].

Please
supplementally provide us with copies of all written
communications, as defined in Rule 405 under the Securities Act,
that you, or anyone authorized to do so on your behalf, present to
potential investors in reliance on Section 5(d) of the Securities
Act, whether or not they retain copies of the
communications.

Response: No written communications were presented to
potential investors in reliance on Section 5(d) of the Securities
Act.

Sincerely,

/s/Dominic
Wells

Dominic
Wells,

Chief
Executive Officer,

Onfolio Holdings Inc.

cc:

David
M. Bovi, P.A.

EF Hutton, division of Benchmark Investments, LLC

Carmel, Milazzo & Feil LLP

BF
Borgers CPA PC

United States securities and exchange commission logo
April 20, 2022
Dominic Wells
Chief Executive Officer
Onfolio Holdings, Inc.
Executive Centre Taipei, Level 4
Neihu New Century Building No, No. 55, Zhouzi St
Neihu District, Taipei City, 114, Taiwan
Re:Onfolio Holdings, Inc.
Registration Statement on Form S-1
Filed April 7, 2022
File No. 333-264191
Dear Mr. Wells:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our February 17, 2022 letter
Registration Statement on Form S-1
Cover Page
1.We note your response to prior comment 1 and your statements throughout the prospectus
that you do not have a principal executive office.  Please revise the cover page to provide
the address and phone number of your principal executive offices as required by the form
and to facilitate compliance with Securities Exchange Act Rules 14a-8 and 14d-3(a)(2)(i).

 FirstName LastNameDominic Wells
 Comapany NameOnfolio Holdings, Inc.
 April 20, 2022 Page 2
 FirstName LastName
Dominic Wells
Onfolio Holdings, Inc.
April 20, 2022
Page 2
Provisions in our certificate of incorporation and bylaws, page 43
2.We note your response to prior comment 6 and prior comment 18. To the extent true,
please revise paragraph four of your risk factor to clarify that your state exclusive forum
provision does not apply to actions arising under the Securities Act or Exchange Act and
make corresponding revisions to Section 7.06 of your bylaws.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Components of Results of Operations, page 50
3.We note that Cost of Revenue on page 50 only pertains to product revenues and that your
Cost of Revenue has increased from $14,008 to $1,073,509 and from 2% to 59% of sales
from 2020 to 2021.  We also note on page 52 that you incurred larger costs associated
with growth in service revenue.  Please expand the discussion to include a detailed
description of the costs of revenues related to service revenues, including the types of
costs allocated to your service revenues.  Refer to Item 303 of Regulation S-K to describe
any significant components of cost of revenues expenses that would be material to an
understanding of your results of operations.  Please revise the financial statements and
MD&A narrative accordingly.
Results of Operations, page 51
4.Please expand the discussion of revenues and costs of revenues to address any known
trends or uncertainties that have had or that are reasonably likely to have a material
favorable or unfavorable impact on net sales or revenues or income from continuing
operations, pursuant to Item 303 of Regulation S-K.  Please separately discuss changes in
revenues due to changes in price and volume from period to period.
Financial Statements
Note 1 - Nature of Business and Organization, page F-7
5.Refer to your response to previous comment 10.  Please expand the disclosure to clarify
that the full results of Onfolio LLC since its creation are included in the historical
financial statements pursuant to ASC 805-50-45 and the transaction is recorded as though
the transaction occurred at the beginning of 2020, the period of the transaction, pursuant
to ASC 805-50-45-4.

 FirstName LastNameDominic Wells
 Comapany NameOnfolio Holdings, Inc.
 April 20, 2022 Page 3
 FirstName LastName
Dominic Wells
Onfolio Holdings, Inc.
April 20, 2022
Page 3
Investment in Unconsolidated Entities - Equity and Cost Method Investments, page F-7
6.We note the revised disclosure on page 75.  Please clarify in your policy disclosure how
the value of the investments in the joint ventures were determined at the time of
acquisition.
Note 2 - Summary of Significant Accounting Policies
Variable Interest Entities, page F-7
7.Refer to your response to comment 15.  Please expand the disclosure on page F-7 to
include the proposed disclosure in your response regarding the detailed description of the
characteristics of the joint ventures that preclude VIE accounting treatment.
Note 10 - Subsequent Events, page F-16
8.Please expand the disclosure of stock options awarded subsequent to year end to disclose
the amount of expense for the shares that vest immediately and the grant date fair value
for 236,000 and 110,000 option grants.
9.Please revise the disclosure to include disclosure of the additional 4,000 Series A
Preferred Stock issued on March 28, 2022, including the per share issuance
price, aggregate proceeds and whether the terms are identical to the outstanding Series A
Preferred Stock.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Claire DeLabar, Senior Staff Accountant, at 202-551-3349 or Robert
Littlepage, Accounting Branch Chief, at 202-551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Kyle Wiley, Staff
Attorney, at 202-344-5791 or Jeff Kauten, Staff Attorney, at 202-551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       David M. Bovi

United States securities and exchange commission logo
February 17, 2022
Dominic Wells
Chief Executive Officer
Onfolio Holdings, Inc.
Executive Centre Taipei, Level 4
Neihu New Century Building No, No. 55, Zhouzi St
Neihu District, Taipei City, 114, Taiwan
Re:Onfolio Holdings, Inc.
Draft Registration Statement on Form S-1
Submitted January 21, 2022
CIK No. 0001825452
Dear Mr. Wells:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Cover Page
1.Your disclosure that your principal executive offices are located in Taiwan is inconsistent
with your disclosure on pages 16 and 70 which states that your principal executive offices
are located in Wilmington, DE. Please revise and address this inconsistency or advise.
2.Please disclose the warrants that will be issued as additional compensation to the
underwriter.

 FirstName LastNameDominic Wells
 Comapany NameOnfolio Holdings, Inc.
 February 17, 2022 Page 2
 FirstName LastName
Dominic Wells
Onfolio Holdings, Inc.
February 17, 2022
Page 2
Risk Factors, page 21
3.To the extent that your principal executive offices are located in Taiwan or a material
portion of your operations are conducted in Taiwan, please include risk factors that
address the risks associated with operating a business in Taiwan. For example, please
address how the political, economic, and military conditions in Taiwan and the
surrounding region may directly affect your business and operations, discuss how you
may be exposed to liability under U.S. Foreign Corrupt Practices Act, discuss how having
international operations expose your business to currency exchange and repatriation risks,
and how it may be difficult to enforce a U.S. judgment against you, your officers, and
your directors.
Our Company's series A preferred stock..., page 39
4.Please quantify your dividend obligations to the holders of the Series A preferred stock
and disclose the percentage of your cash flow that must be dedicated to your dividend
obligations.
Our ability to have our common stock and warrants..., page 40
5.Your disclosure that your common stock could potentially trade on the OTCQX or the
OTCQB if you are unable to meet the initial listing requirements for the Nasdaq Capital
Market is inconsistent with your disclosure on page 83 that you will not consummate this
offering if your listing application is not approved.  Please advise or revise.
Provisions in our certificate of incorporation..., page 47
6.We note your disclosure that the federal district courts shall be the exclusive forum for the
resolution of any complaint asserting a cause of action arising under the Securities Act of
1933. We also note that your disclosure that "these provisions would not apply to suits
brought to enforce a duty or liability created by the Exchange Act, Securities Act or any
other claim for which the federal courts have exclusive or concurrent jurisdiction." Please
revise and address this inconsistency or advise.
Use of Proceeds, page 51
7.We note on page 22 that you plan to use proceeds from the offering to fund your
acquisition activities and that you intend to make investment in additional websites and
future acquisitions.  We also note on page 30 that you will continue to acquire or invest in
websites, applications and services or technologies.  Please expand the disclosure on
pages 22, 29, 30, 31, 51 and 62 to clarify whether or not you have any agreements for
acquisitions as of the date of the filing.

 FirstName LastNameDominic Wells
 Comapany NameOnfolio Holdings, Inc.
 February 17, 2022 Page 3
 FirstName LastName
Dominic Wells
Onfolio Holdings, Inc.
February 17, 2022
Page 3
Description of Securities
Series A Preferred Stock, page 80
8.Please disclose the voting rights of the Series A preferred stock.
Underwriting
Lock-Up Agreements, page 92
9.Please disclose the exceptions to the lock-up agreements with your officers, directors and
principal stockholders.
Financial Statements, page F-1
10.We note that on July 20, 2020, the company issued 2 million shares of common stock to
Mr. Wells, the Company's CEO and sole owner of Onfolio LLC, in exchange for 100%
interest in Onfolio LLC accounted for as a combination of entities under common control
at carryover basis under ASC 805.  Onfolio LLC appears to be a predecessor, defined by
Regulation C, Rule 405 as when a registrant succeeds to substantially all of the business
of another entity and the registrant's own operations before the succession appear
insignificant relative to the operations assumed or acquired.  Please provide audited
predecessor financial statements for Onfolio LLC through the date of acquisition or
supplementally provide us with an analysis that supports your conclusion that Onfolio
LLC is not a predecessor to Onfolio Holdings, Inc.
Note 1 - Nature of Business and Organization, page F-7
11.We note on page F-10 that Onfolio Management LLC is the managing member of Onfolio
JV I, LLC joint venture.  Please expand the disclosure to clarify the relationship between
Onfolio Holdings Inc. and Onfolio Management LLC and if Onfolio Management LLC is
a wholly-owned subsidiary, please disclose the relationship and basis for consolidation.
Please also expand the disclosure on page F-20 accordingly.
12.Refer to Note 1 on page F-7.  We note that you acquired 100% of Onfolio LLC on July
22, 2020 for 2 million shares of common stock and you accounted for the transaction as a
combination of entities under common control pursuant to ASC 805.  Please expand the
disclosure on pages F-7 and F-20 to clarify that the basis of presentation of your financial
statements of Onfolio Holdings Inc. includes Onfolio LLC.
13.We note on page 78 that the Company received its investments in Onfolio JV I LLC,
Onfolio JV II LLC and Onfolio JV III LLC from the CEO.  Please expand the disclosure
to explain how the value of the investments in these joint ventures was determined, i.e.
that it was the carryover basis, if these investments were included in the transaction with
Onfolio LLC as a combination of entities under common control.

 FirstName LastNameDominic Wells
 Comapany NameOnfolio Holdings, Inc.
 February 17, 2022 Page 4
 FirstName LastName
Dominic Wells
Onfolio Holdings, Inc.
February 17, 2022
Page 4
Note 2 - Summary of Significant Accounting Policies, page F-7
14.We note on page 25 that you dropship products from vendors globally (mostly in China)
on the Prettyneatcreative.com website.  Please disclose your revenue recognition policies
for products which are dropshipped from the manufacturer.  Similarly revise the
disclosure on page F-21.
15.Refer to your accounting policy for variable interest entities on pages F-7 and F-21.
Please expand the disclosure to explain the basis for your conclusion that the company is
not the primary beneficiary of any VIEs.  Please also expand MD&A on page 59
accordingly.
16.Please revise to include all disclosures required pursuant to ASC 718-10-50-2 for stock
based compensation due to the materiality of stock based compensation expense.
Note 5 - Intangible Assets, page F-11
17.We note that you acquired multiple domains and related assets from Onfolio LLC and that
these assets were acquired by the CEO for a total of $260,937.  Please clarify on pages F-
11 and F-24 to that this value was, in fact, the carrying book value of the assets acquired
on the date of acquisition or tell us the basis for your belief that the value paid by the CEO
was the appropriate value to record in the transaction of the entities under common
control.
Exhibits
18.We note that the forum selection provision in Section 7.06 of your bylaws identifies the
Court of Chancery of the State of Delaware as the exclusive forum for certain litigation,
including any “derivative action.”  Please clarify that this provision does not apply to
actions arising under the Securities Act or Exchange Act.
General
19.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.

 FirstName LastNameDominic Wells
 Comapany NameOnfolio Holdings, Inc.
 February 17, 2022 Page 5
 FirstName LastName
Dominic Wells
Onfolio Holdings, Inc.
February 17, 2022
Page 5
            You may contact Claire DeLabar, Senior Staff Accountant, at 202-551-3349 or Robert
Littlepage, Accounting Branch Chief, at 202-551-3447 if you have questions regarding
comments on the financial statements and related matters.  Please contact Kyle Wiley, Staff
Attorney, at 202-344-5791 or Jeff Kauten, Staff Attorney, at 202-551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       David M. Bovi