Business Description

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. 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 online businesses with these characteristics, we believe we offer investors in our shares an opportunity to diversify their own portfolio risk. Our long-term goal is to build a world-class holding company that acquires, operates, and scales profitable online businesses. We aim to do this through operational excellence, smart capital deployment, strong leadership and infrastructure, and the maintenance of an innovator and small business owner’s mindset. Our ideal acquisition candidate has the following characteristics: ● Proven customer acquisition track record ; ● A product, physical or digital with satisfied customers and brand equity; ● Upwards growth trajectory; ● Growing industry or sector; ● Attractive purchase price; ● Under-utilized marketing assets or channels; ● Passionate, high-value audience or customer base; ● Attractive profit margin and cashflow; and ● Diversified traffic and revenue sources. We currently operate in the following business models: B2C eCommerce, B2B SEO and marketing services as well as B2B digital products. 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 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 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; 4 Table of Contents ● 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 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 experienced buyers in this acquisition sector. Competitive Strengths We believe that the following competitive strengths contribute to our success and distinguish us from our competitors: ● our senior management team has approximately 40 years of combined experience in Internet connected businesses. We believe that we have assembled a senior management team with highly complementary skills and experiences in the industry, accounting, finance, and acquisitions; ● our team is decentralized and cross border, which enables us to identify, recruit and retain high quality talent wherever they reside; ● many buyers focus on one vertical or niche, which limits their opportunity and concentrates their risk.…