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
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Attn:
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Claire
DeLabar, Senior Staff Accountant
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Robert
Littlepage, Accounting Branch Chief
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Kyle
Wiley, Staff Attorney
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Jeff
Kauten, Staff Attorney
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Re:
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Onfolio Holdings Inc.
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Amendment No. 1 to Registration Statement on Form S-1
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Filed April 26, 2022
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`
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File No. 333-264191
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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.
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cc:
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David M. Bovi, P.A.
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EF Hutton, division of Benchmark Investments, LLC
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Carmel, Milazzo & Feil LLP
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BF
Borgers CPA PC
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