Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment
No. ____ )*
Onfolio Holdings Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
68277K 207
(CUSIP Number)
December 31, 2022
(Date of Event which Requires Filing of this
Statement)
Check
the appropriate box to designate the rule pursuant to which this
Schedule is filed:
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☐
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Rule
13d-1(b)
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☐
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Rule
13d-1(c)
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☒
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Rule
13d-1(d)
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———————
*The
remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior
cover page.
The
information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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1
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NAME OF
REPORTING PERSON
Dominic
Benjamin James Wells
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
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(b)
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3
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SEC USE
ONLY
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4
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CITIZENSHIP OR
PLACE OF ORGANIZATION
British
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
1,165,500
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6
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SHARED
VOTING POWER
0
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7
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SOLE
DISPOSITIVE POWER
1,165,500
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8
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SHARED
DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,165,500
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
22.81%*
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12
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TYPE OF
REPORTING PERSON
IN
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*
Percentage calculated based on
5,110,195 shares of common stock, par value $.001 per share,
outstanding as of November 14, 2022, as reported in the Form 10-Q
of Onfolio Holdings Inc., filed with the Securities and Exchange
Commission on November 14, 2022.
The name of the
issuer is Onfolio Holdings Inc., a Delaware corporation (the
"Company").
Item
1(b).
ADDRESS
OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
The Company's
principal executive offices are located at 1007 North Orange
Street, Fourth Floor, Wilmington, Delaware 19801.
Item
2(a).
NAME
OF PERSON FILING
&#
xA0;
This statement is
filed by Dominic Benjamin James Wells (the "Reporting
Person”).
Item
2(b).
ADDRESS
OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
The principal
business address of the Reporting Persons is 1007 North Orange
Street, Fourth Floor, Wilmington, Delaware 19801.
Item
2(c).
CITIZENSHIP
The Reporting
Person is a British citizen.
Item
2(d).
TITLE
OF CLASS OF SECURITIES
Common
stock, par value $0.001 per share.
Item
2(e).
CUSIP
NUMBER
68277K
207 .
Item
3.
IF
THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR
(c), CHECK WHETHER THE PERSON FILING IS A:
(a)
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Broker or dealer
registered under section 15 of the Act (15 U.S.C.
78o);
(b)
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Bank as defined in
section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
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Insurance company
as defined in section 3(a)(19) of the Act (15 U.S.C.
78c);
(d)
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Investment company
registered under section 8 of the Investment Company Act of 1940
(15 U.S.C 80a-8);
(e)
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An investment
adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
(f)
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An employee benefit
plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
(g)
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A parent holding
company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
(h)
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A savings
associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(i)
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A church plan that
is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3);
(j)
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A non-U.S.
institution, in accordance with
§240.13d-1(b)(1)(ii)(J);
(k)
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Group, in
accordance with §240.13d-1(b)(1)(ii)(K). If filing as a
non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J), please specify the type of
institution: .
Item
4.
OWNERSHIP
The information
required by Items 4(a) – (c) is set forth in Rows (5) –
(11) of the cover page for each Reporting Person hereto and is
incorporated herein by reference for each such Reporting
Person.
Item
5.
OWNERSHIP
OF FIVE PERCENT OR LESS OF A CLASS
Not
applicable.
Item
6.
OWNERSHIP
OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
See Item
4.
Item
7.
IDENTIFICATION
AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY
BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not
applicable.
Item
8.
IDENTIFICATION
AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not
applicable.
Item
9.
NOTICE
OF DISSOLUTION OF GROUP
Not
applicable.
Item
10.
CERTIFICATION
Not
applicable.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
DATED:
February 6, 2023
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/s/
Dominic Wells
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Dominic
Wells
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