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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).
 Dominic Wells
FirstName   LastNameDominic Wells
Onfolio Holdings,  Inc.
Comapany
April       NameOnfolio Holdings, Inc.
       20, 2022
April 220, 2022 Page 2
Page
FirstName LastName
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.
 Dominic Wells
FirstName   LastNameDominic Wells
Onfolio Holdings,  Inc.
Comapany
April       NameOnfolio Holdings, Inc.
       20, 2022
April 320, 2022 Page 3
Page
FirstName LastName
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
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