What changed in this filing

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Item 1. Business

2024-04-01 compared with 2023-04-12 · 129 added, 97 removed, 229 unchanged (50% of the section changed)

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We acquire 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 websites with these characteristics, we believe we offer investors in our shares an opportunity to diversify their own portfolio risk.

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.

Onfolio Holdings Inc.

was incorporated on July 20, 2020 under the laws of Delaware to acquire and develop high-growth and profitable online businesses.

Unless the context otherwise requires, all references to “our Company,” “we,” “our” or “us” and other similar terms means Onfolio Holdings Inc., a Delaware corporation, and our wholly owned subsidiaries.

Our ideal acquisition candidate has the following characteristics:

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We anticipate a combination of continuous expansion of these verticals and increasing our share within them.

Our business model is not based around success in a particular “niche”, but rather focusing on certain verticals and mediums where content has a key part to play (for example, the MightyDeals community, or the Pet vertical publishing arm).

Our business model is not based around success in a particular “niche”, but rather focusing on certain verticals and mediums where online marketing has a key part to play (either as a means of growth for the businesses themselves, or as the service the businesses provide).

Market Opportunity

We acquire controlling interests in and actively manage small websites.

We characterize small websites as those that generate annual cash flows of up to $5 million per year.

We believe that the acquisition market for these websites is highly fragmented and often provides opportunities to purchase at attractive prices and achieve positive outcomes for our shareholders.

We acquire controlling interests in and actively manage small online businesses.

We characterize small online businesses as those that generate annual cash flows of up to $5 million per year.

We believe that the acquisition market for these online businesses is highly fragmented and often provides opportunities to purchase at attractive prices and achieve positive outcomes for our shareholders.

We believe this is driven by the following factors:

third-party financing for these acquisitions is often less available or terms are less favorable for the borrower;

sellers of these websites frequently consider non-economic factors, such as legacy or the effect of the sale on their employees;

these websites are more likely to be sold outside of an auction process or as part of a limited process;

sellers of these online businesses frequently consider non-economic factors, such as legacy or the effect of the sale on their employees;

these online businesses are more likely to be sold outside of an auction process or as part of a limited process;

“add-on” acquisitions can often be completed at attractive multiples of cash flow

many would-be buyers of these websites are restricted by their inability to operate these websites; and

the existence of a sweet spot where websites are too big for small/individual buyers and too small for other institutional buyers.

many would-be buyers of these online businesses are restricted by their inability to operate these online businesses; and

the existence of a sweet spot where online businesses are too big for small/individual buyers and too small for other institutional buyers.

We desire to be among the best resourced and most experience buyers in this acquisition sector.

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We operate in a wider industry with competence in multiple models;

we believe our disciplined approach to our target market provides opportunities to methodically purchase attractive websites at values that are accretive to our shareholders;

we believe our management team’s strong relationships with industry executives, accountants, attorneys, business brokers, commercial and investment bankers, and other potential sources of acquisition opportunities offer us substantial opportunities to assess small websites available for acquisition;

we believe our financial structure allows us to acquire websites efficiently with little or no third-party financing contingencies and, following acquisition, to provide our subsidiaries with access to growth capital, without being dependent on third-party transaction financing;

it has been our experience that our ability to acquire websites without the cumbersome delays and conditions typical of third-party transactional financing is appealing to sellers of websites who are interested in confidentiality and certainty to close;

we believe that as a public company, we will become a preferred buyer of these websites, due to the above factors being added to the integrity that a public company brings; and

we believe that private company operators looking to sell their websites may consider us an attractive purchaser because of our ability to provide ongoing strategic and financial support for their website.

In seeking to maximize shareholder value, we focus on finding websites with under-utilized marketing assets, strong growth, and areas of operational improvements.

we believe our disciplined approach to our target market provides opportunities to methodically purchase attractive online businesses at values that are accretive to our shareholders;

we believe our financial structure allows us to acquire online businesses efficiently with little or no third-party financing contingencies and, following acquisition, to provide our subsidiaries with access to growth capital, without being dependent on third-party transaction financing;

it has been our experience that our ability to acquire online businesses without the cumbersome delays and conditions typical of third-party transactional financing is appealing to sellers of online businesses who are interested in confidentiality and certainty to close;

we believe that as a public company, we will become a preferred buyer of these online businesses, due to the above factors being added to the integrity that a public company brings; and

we believe that private company operators looking to sell their online businesses may consider us an attractive purchaser because of our ability to provide ongoing strategic and financial support for their website.

In seeking to maximize shareholder value, we focus on finding online businesses with under-utilized marketing assets, strong growth, and areas of operational improvements.

We then accelerate what is working and fix what is not.

Acquisition Strategy

Our strategy to grow our business involves the acquisition of websites that we expect to both complement existing verticals, existing websites, and allow us to add new verticals.

We are strong in digital marketing and believe the key to growing online businesses is the leverage of audiences.

Our strategy to grow our business involves the acquisition of online businesses that we expect to both complement existing verticals, existing online businesses, and allow us to add new verticals.

We are experienced in digital marketing and believe the key to growing online businesses is the leverage of audiences.

We believe that attractive opportunities to make such acquisitions will continue to present themselves as a result of the abundance of selling founders with a limited skillset or narrow focus.

This provides us with an opportunity for optimization and growth in the average small online business that is for sale.

This provides us with an opportunity for optimization and growth in the average small online businesses that is for sale.

We benefit from our management team’s ability to identify diverse acquisition opportunities in a variety of industries.

In addition, we rely upon our management team’s experience and expertise in researching and valuing prospective target websites, as well as negotiating the ultimate acquisition of such target website.

In addition, we rely upon our management team’s experience and expertise in researching and valuing prospective target online businesses, as well as negotiating the ultimate acquisition of such target website.

We believe there are opportunities to acquire “distressed”, albeit profitable, online businesses, or where the sellers have not optimized the business to the fullest.

The opportunity (both short and long term) is our ability to find online businesses where there are leverage points and growth opportunities that the current owners have not fully utilized.

There are ample of these for sale within our target price zone, which provides us with numerous opportunities to buy high quality business at reasonable prices.

Historically, there have been ample of these for sale within our target price zone, which provides us with numerous opportunities to buy high quality business at reasonable prices.

We use a series of quantitative, qualitative, financial, and legal criteria by which we evaluate each potential acquisition.

We plan to acquire businesses with an income focus, and our target is to acquire businesses generating income of 20% to 30% internal rate of return, although there can be no guarantee that we will achieve this target.

Among the factors considered are:

(1) the business track record of revenue and earnings; (2) the type of business; (3) the experience and skill of the active management team of the business; (4) our assessment of the longevity and staying power of the underlying business; and (5) the potential for revenue growth and capital appreciation.

As of the date of this Report on Form 10-K , we have no agreements signed to make any additional acquisitions.

As we grow our team, we may not be able to find, vet, and acquire businesses at the speed required for short term financial performance.

We rely on our team’s ability to evaluate potential acquisitions.

Further, we believe our Company excels at finding acquisition opportunities where the seller has not fully optimized their business.

We are good at growing businesses where digital marketing is the leverage point, and our experience and multi-channel skillset allows us to add a lot of value to existing efforts.

This will likely be the case for some time, giving us the opportunity to continue to grow the majority of our acquisitions organically.

We also believe that due to our corporate structure, our comfort with a remote workforce, and our status as a public company, we will be able to attract and incentivize talent to help both with our deal flow and acquisition efforts, and our organic growth.

Further, we believe our Company can find acquisition opportunities where the seller has not fully optimized their business.

We have grown businesses where digital marketing is the leverage point, and our experience and multi-channel skillset allows us to add a lot of value to existing efforts.

This may give us us the opportunity to continue to grow the majority of our acquisitions organically.

We also believe that due to our corporate structure, our comfort with utilizing a remote workforce, and our status as a public company, we may be able to attract and incentivize talent to help both with our deal flow and acquisition efforts, and our organic growth.

Quality Assurance Programs and Processes

Quality Assurance (“QA”) practices differ depending on the products.

Before we acquire any website that deals with physical products, we research reviews of the products online to see if there is a large number of complaints.

Before we acquire any online business that deals with physical products, we research reviews of the products online to see if there is a large number of complaints.

We also look at the refund rate, and if dealing with a manufacturer on somewhere such as Alibaba, we also look at that manufacturer’s reviews.

We also ask for any relevant certificates, licenses, or compliance documents.

In some instances, we may purchase the products ourselves, and this is something we will develop more procedures around as we increase our eCommerce acquisition activities.

In some instances, we may purchase the products ourselves, and this is something we may develop more procedures around if we increase our eCommerce acquisition activities.

In the case of Vital-Reaction.com, for our supplement products, we require that our manufacturer be in compliance with cGMP guidelines.

We require the manufacturer provide a 3rd party Certificate of Analysis (COA) of the products, which we then replicate with an independent 3rd party laboratory.

To support our claims about the amount of hydrogen production (measured in parts per million) we’ve contracted with a 3rd party laboratory to perform gas chromatography to measure the hydrogen output of our tablets and dermal devices.

Our hydrogen inhalation products undergo extensive QA testing in the factories, with supporting documentation and videos provided by the manufacturers, and we spot audit all incoming products to have it evaluated for quality by our in-house technician.

Before we acquire service businesses, such as those offering SEO or digital marketing services, we research and evaluate the company's reputation and client feedback across various platforms to gauge overall customer satisfaction.

Additionally, we assess the rate of client retention and contract renewals, as these are strong indicators of the quality and value of the services provided.

We may also trial their products to evaluate the quality of the services provided.

We use similar practices to conduct spot checks on the services we provide once acquired, using client retention and feedback to gauge customer satisfaction with the services provided.

Management Strategy

Our management strategy involves a combination of sharing resources across websites, and employing dedicated managers of individual websites.

We give a lot of autonomy to our individual managers, supporting them where necessary, but otherwise allowing them the freedom to grow the websites in line with their goals and responsibilities.

Our management strategy involves a combination of sharing resources across online businesses, and employing dedicated managers of individual online businesses.

We give a lot of autonomy to our individual managers, supporting them where necessary, but otherwise allowing them the freedom to grow the online businesses in line with their goals and responsibilities.

Our Online Businesses

Our Company is structured as follows:

We own and/or manage the following 20 websites:

We own and/or manage the following 20 online businesses:

RevenueZen.com - Own

In January 2024, we acquired RevenueZen.com, an online service provider that works with B2B brands to grow their organic and referral traffic.

ReveueZen offers B2B marketing services such as search-engine optimization, Linkedin marketing and content marketing.

RevenueZen enjoys a strong reputation in its field, specializing in working with startups, healthcare, professional services, renewable energy, and financial services businesses, among others.

Our Company holds an 88% ownership stake in RevenueZen, while RevenueZen founders received a 12% roll-over equity interest and will serve in leadership roles in the Onfolio-owned RevenueZen team.

Contentellect.com -Own

In January 2023, we acquired Contentellect.com.

Contentellect helps small-and medium-sized businesses scale their content with blog writing, link building, and more.

The service offering consists of online (i) content writing services (including white label content creation, eBook writing and eCommerce product description writing), (ii) website link building services (including white label link building, HARO link building and SEO outreach services), (iii) social media marketing services, and (iv) virtual assistant services to individuals, businesses and agencies.

The content created helps customers by improving organic traffic via search engines, enables them to conduct thought-leadership, and gives sales and marketing teams relevant and usable content at the top and middle of the marketing funnel.

Our Company holds a 100% ownership stake in Contentellect.com.

ProofreadAnywhere.com/WorkAtHomeSchool.com/WorkYourWay2020.com - Own

In October 2022, we acquired ProofreadAnywhere.com/WorkAtHomeSchool.com/WorkYourWay2020.com, which provide extensive online resources in the form of courses, workshops and blog posts for readers looking to train and become professional proofreaders.

The curriculum helps users spot common errors, catch grammatical mistakes, and in turn, improve their proofreading skills and launch new careers.

These online businesses also sell digital books covering several topics such as writing skills and freelancer taxation, and generate revenue through their courses, workshops, and eBook sales, each sold individually and in bundles.

Our Company holds a 100% ownership stake in ProofreadAnywhere.com / WorkAtHomeSchool.com / WorkYourWay2020.com.

SEOButler.com - Own

In October 2022, we acquired SEOButler.com, an online provider of extensive products within the SEO niche including content, guest posting, social signals, and citations.

The website deploys a custom-built Order Management System (OMS), designed to make the content creation process highly scalable while eliminating the bottlenecks that could otherwise impede the growth of a productized service business that relies primarily on human writers and editors.

Our Company holds a 100% ownership stake in SEOButler.com.

Preventdirectaccess.com/Passwordprotectwp.com - Own

In October 2022, we acquired Preventdirectaccess.com/Passwordprotectwp.com, which provide a suite of optimization, customization, privacy and security products and services for WordPress websites, with the core offerings consisting of (i) the WordPress plugin known as PREVENT DIRECT ACCESS available via the website preventdirectaccess.com, and (ii) the WordPress plugin known as PASSWORD PROTECT WORDPRESS available via the website passwordprotectwp.com.

Customers of these websites utilize these online businesses’ security plugins that allow bloggers, creators, agencies, and SMBs to protect their digital assets, products, and content.

Our Company holds a 100% ownership stake in Preventdirectaccess.com / Passwordprotectwp.com.

Mightydeals.com – Own

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Mightydeals.com is a vendor of design bundles and deals for freelance designers, agencies, hobbyists and solopreneurs.

The website works with creators of design templates, fonts, software, and training (the vendors) and offers their works at steep discounts.

The online business works with creators of design templates, fonts, software, and training (the vendors) and offers their works at steep discounts.

It then shares the revenue with the vendors.

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In December 2020, we acquired Vital-Reaction.com.

Vital-Reaction.com is a supplements website providing molecular hydrogen tablets, clinical and retail inhalers, dermal therapy devices, grounding mats, and other related products.

The website operates out of Boulder, Colorado, and ships across the U.S.

Vital-Reaction.com is a supplements online business providing molecular hydrogen tablets, clinical and retail inhalers, dermal therapy devices, grounding mats, and other related products.

The online business operates out of Boulder, Colorado, and ships across the U.S.

and internationally.

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As well as advertising revenue, the website earns money from affiliate commissions and sales of its own ebooks and informational products.

This website is one of our three websites in the dog vertical, providing us with significant growth opportunities and operational efficiencies, plus economies of scale as we offer digital products, physical products, and work with key vendors in the industry.

This website is one of our three online businesses in the dog vertical, providing us with significant growth opportunities and operational efficiencies, plus economies of scale as we offer digital products, physical products, and work with key vendors in the industry.

As our audience grows into the hundreds of thousands across the Allthingsdogs.com, Woofwhiskers.com and Perfectdogbreeds.com sites, we expect the pet dog aspect of our portfolio to grow in stature and revenue.

Our Company holds a 100% ownership stake in Allthingsdogs.com.

Prettyneatcreative.com – Own

In August 2021, we acquired Prettyneatcreative.com.

Prettyneatcreative.com is an eCommerce website in the diamond painting niche.

It operates via a drop shipping model, avoiding the need to keep inventory.

Products are shipped via air and sea from China and over overseas manufacturing locations.

The website’s customers are hobbyists who buy multiple times throughout their customer lifetime.

One area of development in process is ordering in bulk from the manufacturers in order to be able to store inventory and ship directly to consumers in the U.S., speeding up delivery times and customer satisfaction.

Our Company holds a 100% ownership stake in Onfolio Crafts LLC, which owns Prettyneatcreative.com.

Digitallyapproved.com – Own

In June 2020, we commenced the operations of Digitallyapproved.com.

Digitallyapproved.com offers both a newsletter on social media marketing, and a Pinterest management agency.

Clients of the service receive help with growing their exposure and traffic on and off the Pinterest platform.

Subscribers of the newsletter receive information about the latest trends and case studies within the social media marketing vertical.

Our Company holds a 100% ownership stake in Digitallyapproved.com.

SEOButler.com - Own

In October 2022, we acquired SEOButler.com, an online provider of extensive products within the SEO niche including content, guest posting, social signals, and citations.

Our Company holds a 100% ownership stake in SEOButler.com.

ProofreadAnywhere.com/WorkAtHomeSchool.com/WorkYourWay2020.com - Own

The curriculum helps users spot common errors, catch grammatical mistakes, and in turn, improve their proofreading skills and launch new careers.

These websites also sell digital books covering several topics such as writing skills and freelancer taxation, and generate revenue through their courses, workshops, and eBook sales, each sold individually and in bundles.

Our Company holds a 100% ownership stake in ProofreadAnywhere.com / WorkAtHomeSchool.com / WorkYourWay2020.com.

Preventdirectaccess.com/Passwordprotectwp.com - Own

Customers of these websites utilize these websites’ security plugins that allow bloggers, creators, agencies, and SMBs to protect their digital assets, products, and content.

Our Company holds a 100% ownership stake in Preventdirectaccess.com / Passwordprotectwp.com.

Contentellect.com -Own

In January 2023, we acquired Contentellect.com.

Contentellect helps small-and medium-sized businesses scale their content with blog writing, link building, and more.

Our Company holds a 100% ownership stake in Contentellect.com.

In November 2023, we launched DealPipe, a service for sourcing "off-market" acquisition targets.

Dealpipe utilizes our Company’s experience sourcing off-market deals for ourselves, offering this service to others.

The DealPipe team is excited to help serial acquirers find online or offline businesses to add to their portfolios, and to help business owners find good homes for their businesses.

Dealpipe earns monthly retainers, plus a success fee based on a percentage of the successful acquisition price, creating a lucrative business model.

Our Company holds a 100% ownership stake in DealPipe.io

Fishkeepingworld.com – Manage/Own

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Over time, Woofwhiskers.com is building its own audience of dog lovers and will launch its own digital products, and eventually physical products.

These websites earn revenue from display advertising and from affiliate commissions.

These online businesses earn revenue from display advertising and from affiliate commissions.

Our Company holds a 35.8% ownership stake in Onfolio JV IV LLC, which owns Woofwhiskers.com and Perfectdogbreeds.com.

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Similar to Allthingsdogs.com (which focuses on care guides), Perfectdogbreeds.com earns money from display advertising, and its high traffic volume makes this is a lucrative monetization option.

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In November 2020, we began to manage Outreachmama.com.

Outreachmama.com is an SEO/content marketing services website working with individuals and agencies to grow their presence in Google.com.

The owners of this website are also Onfolio shareholders.

Outreachmama.com is an SEO/content marketing services online business working with individuals and agencies to grow their presence in Google.com.

The owners of this online business are also Onfolio shareholders.

Our Company receives a profit share of 50% of growth of profits above what the site was earning on average before we began managing it, plus a management fee of $4,000 per month.

Outreachmama.com is one of our two websites in the SEO vertical, providing us with significant growth opportunities and operational efficiencies, plus economies of scale.

Outreachmama.com is one of our two online businesses in the SEO vertical, providing us with significant growth opportunities and operational efficiencies, plus economies of scale.

Onfolio sometimes makes use of these services too.

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In October 2021, we began to manage Getmerankings.com.

Getmerankings.com is another SEO/content marketing website.

The owners of this website are also Onfolio shareholders.

Our Company receives a profit share of 50% of growth of profits above what the site was earning on average before we began managing it plus a management fee of $4,000 per month for managing this website.

Getmerankings.com is one of our two websites in the SEO vertical, providing us with significant growth opportunities and operational efficiencies, plus economies of scale.

Getmerankings.com is another SEO/content marketing online business.

The owners of this online business are also Onfolio shareholders.

Getmerankings.com is one of our two online businesses in the SEO vertical, providing us with significant growth opportunities and operational efficiencies, plus economies of scale.

Onfolio will likely make use of these services too.

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Our Company receives a profit share of 50% of growth of profits, plus a management fee of $500 per month for managing this website.

2023 Divestitures and Impairments

In January 2023, we shut down the business operations of Digitallyapproved.com, which offered a newsletter on social media marketing, and a Pinterest management agency.

In November 2023, we shut down the business operations of Prettyneatcreative.com, an eCommerce business in the diamond painting niche.

During the year ended December 31, 2023, the Company recognized a goodwill impairment loss of $2,061,763 related to the BCP Media Acquisition, $580,284 related to the BWPS Acquisition, and $420,532 related to the SEO Butler Acquisition, for total aggregate goodwill impairment of $3,062,579 related to the above acquisitions, as a result of lower than expected cash flows from the acquired businesses and an increase in interest rates leading to a higher discount rate used.

We experience competition at both the acquisition company level and individual portfolio company level.

There is an increased level of acquisition activity in the online business space from both new entrants and existing companies.

We may compete for acquisitions with companies such as InterActiveCorp, FuturePLC, WeCommerce Holdings, Emerge Commerce, Red Ventures and Thrasio to name a few.

There is an increased level of acquisition activity in the online businesses space from both new entrants and existing companies.

We may compete for acquisitions with companies such as InterActiveCorp, FuturePLC, WeCommerce Holdings, Emerge Commerce, Red Ventures and Tiny to name a few.

We may sometimes find our individual brands competing against one another, but the main factor we compete on is deal flow and closing acquisitions at an attractive price.

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time to closing.

At the portfolio level, Vital Reaction competes with brands such as DrinkHRW, DrMercola and Quicksilver Scientific.

At the portfolio level, RevenueZen may compete with other agencies offering similar digital marketing services such as Skale, SaaSpirin, and SimpleTiger, amongst others.

In this industry, we believe the principle competitive factors are:

client sales pipeline generation;

quality of methodology and execution;

experienced, high output strategists;

customer satisfaction.

For Contentellect, the main competitors include Fat Joe, Outreach Monks, Brand Featured and Writing Studio.

In this industry, we believe the principle competitive factors are:

quality of deliverables;

quality of service and communication;

customer satisfaction.

Proofread Anywhere may compete with other courses in the freelancing space, such Knowadays, The Proofreading Business Coach, Bookkeeper Launch, and Virtual Savvy, among others.

In this industry we believe the primary competitive factors are:

quality of product;

communication of benefits;

price of course;

positive and recent third-party reviews.

For WPFolio, the main competitors are other Wordpress plugin businesses such as Stellar WP, Awesome Motive, WPMUDEV, WP Web, and Plugin Hive.

In this industry we believe the primary competitive factors are:

deep knowledge of industry and audience base;

communication of benefits;

quality of development;

customer satisfaction.

SEOButler may compete with other link building agencies, such as Loganix, SirLinksALot, LinkBuilder, Fat Joe, and Outreach Monks.

In this industry, we believe the principle competitive factors are:

quality of deliverables;

quality of service and communication;

customer satisfaction.

Vital Reaction competes with brands such as DrinkHRW, DrMercola and Quicksilver Scientific.

In this industry we believe the principle competitive factors are:

quality of product;

communication of benefits;

price of product;

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We have registered trademark and copyrights for the Vital Reaction and Mighty Deals company name.

We may file trademarks, copyrights, and patents for our other websites as well.

We may file trademarks, copyrights, and patents for our other online businesses as well.

Government Regulation

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At the same time, many jurisdictions abroad in which we do business have already or are currently considering adopting privacy and data protection laws and regulations.

At this time, the provisions of the EU GDPR are incorporated directly into United Kingdom law as the UK GDPR.

Moreover, while multiple legislative proposals concerning privacy and the protection of user information are being considered by the U.S.

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As a result, we could be subject to various private and governmental claims and actions in this area.

As a provider of certain subscription-based products and services, we are also impacted by laws or regulations affecting whether and how our websites may periodically charge users for membership or subscription renewals.

For example, the European Union Payment Services Directive, which became effective in 2018, could impact the ability of certain of our websites to process auto-renewal payments for, as well as offer promotional or differentiated pricing to, users who reside in the European Union.

As a provider of certain subscription-based products and services, we are also impacted by laws or regulations affecting whether and how our online businesses may periodically charge users for membership or subscription renewals.

For example, the European Union Payment Services Directive, which became effective in 2018, could impact the ability of certain of our online businesses to process auto-renewal payments for, as well as offer promotional or differentiated pricing to, users who reside in the European Union.

Similar laws exist in the U.S., including the federal Restore Online Shoppers Confidence Act and various U.S.

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We are also sensitive to the adoption of new tax laws.

The European Commission and several European countries have recently adopted (or intend to adopt) proposals that would change various aspects of the current tax framework under which certain of our European websites are taxed, including proposals to change or impose new types of non-income taxes (including taxes based on a percentage of revenue).

In addition, in the case of certain websites, such as Vital Reaction, we must be compliant with U.S.

The European Commission and several European countries have recently adopted (or intend to adopt) proposals that would change various aspects of the current tax framework under which certain of our European online businesses are taxed, including proposals to change or impose new types of non-income taxes (including taxes based on a percentage of revenue).

In addition, in the case of certain online businesses, such as Vital Reaction, we must be compliant with U.S.

Food and Drug Administration (“FDA”) regulations for claims made by supplement companies.

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These products are not intended to diagnose, treat or cure any health conditions.”

We are also subject to laws, rules and regulations governing the marketing and advertising activities of our various websites conducted by or through telephone, email, mobile digital devices and the Internet, including the Telephone Consumer Protection Act of 1991, the Telemarketing Sales Rule, the CAN-SPAM act and similar state laws, rules and regulations, as well as local laws, rules and regulations and relevant agency guidelines governing background screening.

We are also subject to laws, rules and regulations governing the marketing and advertising activities of our various online businesses conducted by or through telephone, email, mobile digital devices and the Internet, including the Telephone Consumer Protection Act of 1991, the Telemarketing Sales Rule, the CAN-SPAM act and similar state laws, rules and regulations, as well as local laws, rules and regulations and relevant agency guidelines governing background screening.

Further, all of our websites could be subject to the Americans with Disabilities Act (the “ADA”) The ADA does not explicitly address online compliance.

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Lastly, as a company based in the U.S.

with foreign offices in various jurisdictions worldwide, we are subject to a variety of foreign laws governing the foreign operations of our various websites, as well as U.S.

with foreign offices in various jurisdictions worldwide, we are subject to a variety of foreign laws governing the foreign operations of our various online businesses, as well as U.S.

laws that restrict trade and certain practices, such as the Foreign Corrupt Practices Act.

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We are currently not a party to any material legal proceedings.

We have 7 full-time employees and 1 part-time employee.

Our company also utilizes 13 full time contractors in connection with its business operations.

Our company, including all its subsidiaries, has 10 full-time employees and 2 part-time employee.

It also utilizes 33 full time contractors in connection with its business operations.

Corporate History and Information

Onfolio Holdings Inc.

was incorporated as a C-corporation under the laws of the State of Delaware on July 20, 2020 and our initial wholly owned operating subsidiary, Onfolio LLC, a Delaware limited liability corporation, was formed on May 14, 2019.

was incorporated under the laws of the State of Delaware on July 20, 2020.

We consider our space at 1007 North Orange Street, 4th Floor Wilmington, Delaware 19801 to be our principal executive office.

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These periodic reports and other information are available on the website of the Securities and Exchange Commission referred to above.

We make available free of charge on or through our internet website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission.

Our internet website address is www.onfolio.com We make available free of charge on or through our internet website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business