ONPASSIVE's Corporate Structure and What It Means for Founders & Affiliates

ONFUSION(T) brings an end to outstanding commissions and a world of new opportunities

We have made every effort possible to ensure that the information presented here is accurate. Any information presented is backed up by legal documents, information provided by employees and Leaders of ONPASSIVE, people tangentially related to the company, and information that has been publicly disclosed by ONPASSIVE executives, management, employees, Founders, and Leadership Council members. While every effort has been made to ensure the accuracy of what is presented, and all information has been vetted, there is always the possibility of minor errors or omissions.

There are a number of tangentially related legal entities, intermediaries, and shell companies for which we have information, but for brevity and simplicity, those will not be mentioned in this presentation.

This is being presented as it is important for the real story of what is currently happening with ONPASSIVE. The Founders who have bought into ONPASSIVE deserve to know the truth about the history – and, more importantly – the current state of the company’s affairs.

This will serve only as a broad overview of ONPASSIVE’s history and current activities. A significant amount of information is being withheld, to protect the privacy of sources, and to make it easier to understand. As there remains a significant amount of information that cannot be disclosed for various reasons, please respect the decision not to include certain details.

It is vitally important that Founders understand that ONFUSION(T) is not simply a “rebranding” of ONPASSIVE, nor is it a reorganization, re-shuffle, or shake-up. It is a complete reset of the entire company. As part of this great reset, the existing relationship between Founders, Affiliates, customers, business partners, banks – everything – is being reset. New relationships will need to be established between “the company” and the aforementioned.

When ONFUSION(T) is launched, there will be absolutely no legal agreements in place with Founders, Affiliates, or customers. It will be at the sole discretion of Mister Ashraf Mufareh, his “new” business partners, and the new legal entities to offer new legal agreements between Founders, Affiliates, customers, and others.

Again, this is not a rebranding. The new offerings will be offered by entirely new companies, not ONPASSIVE companies. As a new and separate company any prior agreements are null and void.

The Beginning: ONPASSIVE USA & Ashraf "Ash" Mufareh

ONPASSIVE is not a single legal entity, and is comprised of multiple companies, each operating in different countries with different legal ownership.

When ONPASSIVE was started, it was incorporated solely in the United States of America, in the state of Florida. This US-based company, operating under the name ONPASSIVE LLC, was legally formed on the 19th of November 2018; under the ownership and management of Mister Ashraf "Ash” Mufareh.

This is the legal entity with which ONPASSIVE Founders signed their NDA, also known as the Non-Disclosure Agreement, or the “Founders Agreement.” It is important to keep this in mind later. Again, ONPASSIVE Founders’ original NDA and Agreements were made with ONPASSIVE LLC, based in the United States and under the management of Mister Ashraf Mufareh.

ONPASSIVE Expands to Singapore

Until the 6th of May 2021, ONPASSIVE was a single legal entity, based only in the United States. On the 6th of May 2021, a new company, legally operating under the name ONPASSIVE Private Limited, was incorporated in Singapore. This company and its employees were often referred to as the Singapore office.

While this company was not discussed with ONPASSIVE Founders for some time, when it was announced Ash claimed their primary function would be to support the marketing efforts of the company and Founders.

This Singapore office never had any fulltime staff and was simply operating under contract with a company providing virtual office services, as well the required Singapore citizen to act as one of the Company’s Directors.

The Singapore company had one Singapore citizen acting as the Company’s Secretary; and another Singapore citizen acting as one of the Company’s two Directors. The second of the Company’s Directors was Missus Asmahan Mufareh, Ash’s wife. ONPASSIVE Private Limited was 100% owned by, and under the control of, Missus Mufareh.

The purported marketing activities of the Singapore office never materialized. The true reason for the ONPASSIVE Singapore office is known to us, but that information cannot be disclosed publicly at the request of certain organizations. At the time of ONPASSIVE Singapore’s formation, approximately 640,000 Founders positions had been sold.

India: ONPASSIVE's New Home Base

Approximately three months later, on the 9th of August 2021, a new company, legally identified as ONPASSIVE Technologies Private Limited, was incorporated in India. This Company and its employees are often referred to as the Hyderabad office.

The Hyderabad office was where the overwhelming majority of ONPASSIVE’s management and staff were located. This includes project managers, developers, database administrators, content creators, and customer service and support staff.

ONPASSIVE Technologies Private Limited, India, was originally formed with two Shareholders. One Shareholder was an Indian citizen, as legally required. The second Shareholder was Missus Asmahan Mufareh, Ash’s wife. Missus Mufareh owned 99.99% percent of the India Corporation at the time of incorporation.

At this point in time, Missus Mufareh owned 100% of ONPASSIVE’s Singapore operation and 99.99% of ONPASSIVE’s India operation. While she was the legal owner, the day-to-day management of the Companies was in the hands of her husband, Mister Ash Mufareh.

Upon the formation of ONPASSIVE India, ONPASSIVE had sold approximately 830,000 Founders positions.

ONPASSIVE's New Top in Dubai

Later that same year – on the 23rd of November 2021 – another new legal entity was formed in the United Arab Emirates. This Company, known as ONPASSIVE Technologies LLC, was registered with the Dubai Department of Economic Development. Commonly referred to as the Dubai office, this Company was formed as a Single Person Company, fully owned, and controlled by Mister Mohamed Kamal Anwar Mohamed, known to most ONPASSIVE Founders simply as Mohamed Kamal, Mister Kamal, Engineer Kamal, or Nuclear Engineer Kamal.

At the time of ONPASSIVE Technologies LLC’s formation, ONPASSIVE had approximately 1,070,000 paid Founder positions.

It is extremely important to understand that the ONPASSIVE Affiliate Agreement that Founders were required to electronically sign in 2023 to convert their Founder positions into an Affliate position capable of earning commissions, is an agreement between the Affiliate and ONPASSIVE Technologies, LLC. In other words, the Affliate Agreement is legally binding ONLY between the Affiliate/Founder, and the company owned and managed by Mister Kamal. The Affiliate Agreement is the only document that defines the commission structure for the sale of ONPASSIVE products by Affiliates, as well as the terms of said commissions being paid to ONPASSIVE Affiliates. No other legal entity within the ONPASSIVE world – including those companies owned and controlled by Missus and Mister Mufareh – is legally bound to provide any payments of commissions to Affiliates slash Founders. Only Mister Kamal's ONPASSIVE Dubai Company is legally bound to pay commissions due, regardless of what ONPASSIVE Management, Leadership Council members, or Founders tell you. The Mufarehs are NOT legally required to pay commissions, nor are they legally allowed to manage the ONPASSIVE Affiliate program as it currently exists.

The existence of ONPASSIVE Dubai was kept secret from ONPASSIVE Founders until the 30th March 2022, when Ash Mufareh and other ONPASSIVE leadership hosted their self-proclaimed “mega” event called “The Top Live,” which was streamed live as “A Unicorn Is Born.” During this event, Founders were simply told that ONPASSIVE had opened a new office in Dubai, United Arab Emirates. No clarification regarding the new legal entity was discussed.

At the time of the ONPASSIVE Dubai launch event, approximately 1,100,000 Founder positions had been sold.

OMEDIA: Another ONPASSIVE Company Not Owned by Ash

On the 10th of June, 2022, ONPASSIVE Technologies LLC registered a new branch office with the Dubai Development Authority, with a new business license allowing ONPASSIVE Dubai to operate the branch as a creative agency. This branch would later be revealed as OMEDIA, the media production and marketing arm of the global ONPASSIVE operations.

Goodbye, ONPASSIVE Indian Directors, Singapore, and Mister Kamal

The following year, on the 29th of March 2023, two Directorships of ONPASSIVE Technologies Private Limited – or ONPASSIVE India – were terminated. One week later, on the 6th of April 2023, Mohamed Kamal was added as a new Director, operating alongside Missus Mufareh.

In the first half of 2024, two of ONPASSIVE’s legal entities ceased to exist. On the 6th of May 2024, ONPASSIVE Private Limited, in Singapore, was struck off with the Singapore Accounting and Corporate Regulatory Authority. ONPASSIVE’s Singapore Company was deregistered and legally dissolved at this time, meaning that ONPASSIVE has no legal authority to maintain any operations within the country. Note that this does not prevent ONPASSIVE from having Founders, Affiliates, or customers within Singapore; rather, they simply must not have employees, or any business operations conducted within Singapore.

Later in 2024, on the 23rd of June, ONPASSIVE Technologies LLC, or ONPASSIVE UAE, failed to renew their business license for their Mashreq [ MUSH-rek ] Bank branch with the Dubai Development Authority. This culminated in the complete closure of OMEDIA.

While there were notable departures from the OMEDIA group over its two-year history about which Leadership Council members and Founders were made aware, neither ONPASSIVE nor its leadership have, to date, disclosed to Founders that the much-praised and much-hyped OMEDIA operation has been completely wound down.

During its operation, OMEDIA was, legally, fully owned and operated by Mister Mohamed Kamal. Regardless of what was stated or believed, OMEDIA was never under the control or management of Mister Mufareh.

In early July, Mister Mohamed Kamal, Professor Suzan ElKalliny, and approximately thirty members of the old OMEDIA team have left Dubai for Egypt. That is, sadly, all that can currently publicly be shared about that situation.

Mister Mufareh's ONPASSIVE Swan Song and The Rise of ONFUSION(T)

As stated before, all Affiliate agreements are held between Founders/Affiliates as a company outside the control of Mister Ashraf Mufareh. As Mister Mufareh winds down ONPASSIVE’s operations and spins up ONFUSION(T), any agreements between Affiliates and all commissions due will remain with the company owned by Mister Mohamed Kamal. What Mister Mufareh chooses to do, including “making good” with Founders and Affiliates, will rest 100% on his and his new business partners’ (which includes some former senior ONPASSIVE Dubai management) shoulders.

Founders and Affiliates: This is not simply swapping ONPASSIVE’s logo or throwing up another new whiz-bang website. This is a new company, with no preexisting obligations, and the power to decide who gets to come along with Mister Mufareh and teams on the new ONFUSION(T) ride.

Looking Forward: What to Expect

In the near future, we will be publishing more information on what has transpired since July 2024. We will also be revealing, in greater detail than has ever been made public, the true inner workings of ONPASSIVE, the deception perpetrated by ONPASSIVE corporate and public leadership, and evidence of the outright lies from the top of the company down that have been made to Founders. We will also be revealing more about the new ONFUSION(T) company, the real power behind It, and what Founders and Affiliates should expect.

In the meantime, Founders and Affiliates are encouraged to ask themselves:

• Why have Mister Mufareh and past ONPASSIVE executives never clarified these points?
• Have ONPASSIVE Leadership Council members ever fully understood the ONPASSIVE corporate structure? If they have, why have they never taken the time to explain to other Founders what the implications are?
• What will you do if you never receive the commissions owed to you by ONPASSIVE?
• Can you trust the new company – ONFUSION(T) – to pay commissions as you earn them?
• Will you ever know the real structure and powers behind ONFUSION(T), or will there be smokescreens like there were in ONPASSIVE?
• Can you afford to re-invest your own money into ONFUSION(T) if required?