Onpassive
Onpassive was a Dubai-based technology and marketing venture that promoted AI and business software while facing regulatory allegations that it operated an illegal pyramid scheme.
Last updated August 31, 2026
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History
Onpassive was established in 2018 by Ashraf Mufareh as a venture presented as an international provider of AI-enabled marketing, CRM, communications and business software. The company’s public narrative emphasized automation, recurring digital services and a global member community. Ashraf and Asmahan Mufareh were identified as co-founders and co-owners, while the SEC later alleged that Ashraf retained ultimate control over operations. The company expanded its physical and promotional presence during the early 2020s. In September 2020 it opened a facility in Hyderabad, India. Following a Dubai launch in March 2022, it announced a headquarters associated with the Burj Khalifa. Onpassive used projections on the Burj Khalifa and advertising in prominent Dubai locations to promote the UAE operation. Additional projections took place in May and June 2022, including a closing event connected with its O-Founder activity. In September 2022 it announced the O-Bless crowdfunding platform, and in October it announced operations in Nigeria. Onpassive’s announced commercial portfolio included O-Mail, O-Net and O-Trim, while O-Media was presented as a media subsidiary. The company also pursued visibility through sports, transport and entertainment arrangements. In November 2022 it announced a beIN Sports partnership related to streaming sponsorship in Qatar. In January 2023 it announced a proposed ten-year naming-rights agreement for Al Safa Metro Station in Dubai. In February 2023, O-Media announced an agreement with Best Moment Events to organize concerts and other events involving Arab celebrities in the UAE and neighboring markets. The company’s business model became the subject of regulatory action. In August 2023, the SEC alleged that Onpassive sold $97 positions in a multi-level marketing arrangement and promised passive income derived from fees paid by later participants. The regulator alleged that these interests were unregistered securities and that the organization operated as a pyramid scheme. It also alleged material misrepresentations concerning product availability, earnings potential and regulatory compliance, and stated that commercial applications had not been launched and commissions had not begun to be paid by June 2023. Bangladesh Bank issued a public warning in December 2023, describing Onpassive as fraudulent and advising the public not to engage with it. The SEC matter was settled in August 2025. Onpassive accepted monetary sanctions consisting of a $4 million civil penalty, more than $26 million in disgorgement and more than $1.2 million in prejudgment interest. Ashraf Mufareh separately accepted a $4 million civil penalty and an eight-year officer-and-director bar. Neither the company nor Ashraf admitted or denied the allegations. Available material does not clearly establish the company’s current operating status, so it is recorded as unknown rather than active or defunct.
- 2025
SEC case settled
[2]Onpassive agreed to monetary sanctions exceeding $31 million in aggregate, excluding the separate penalty imposed on Ashraf Mufareh.
- 2023
SEC complaint filed
[2]The SEC sued Onpassive and associated individuals over alleged unregistered securities offerings and an illegal pyramid scheme.
- 2023
Bangladesh Bank warning
[1]Bangladesh Bank warned the public against investing in or transacting with Onpassive.
- 2022
Dubai headquarters promoted
[1]The company announced a Dubai headquarters associated with the Burj Khalifa and began a major UAE promotional campaign.
- 2022
O-Bless announced
[1]Onpassive announced its O-Bless crowdfunding platform.
- 2022
O-Mail, O-Net and O-Trim announced
[1]The company publicized three software products under the Onpassive brand.
- 2020
Hyderabad facility opens
[1]Onpassive opened its first reported facility in Hyderabad, India.
- 2018
Company founded
[1]Ashraf Mufareh founded Onpassive as a venture focused on AI, marketing and business software.
Products and positioning
A global AI and business-software company combining technology products, digital marketing, communications tools and a membership-based business opportunity model.
Business communications software · 2022
O-Mail
O-Mail was announced as an Onpassive-branded email or communications product. Public reference material identifies it as a software offering launched or publicized in November 2022, but does not establish the scope of its features, commercial availability or sustained operation.
Business networking software · 2022
O-Net
O-Net was one of three software products that Onpassive publicized in November 2022. It was positioned within the company’s broader collection of business, networking and digital-service tools. The available sources do not provide enough information to verify its detailed functionality or commercial release.
Business software · 2022
O-Trim
O-Trim was announced alongside O-Mail and O-Net as part of Onpassive’s software portfolio. The company associated these products with its wider AI and business-automation proposition, although the SEC later alleged that Onpassive had not launched commercial applications by June 2023.
Crowdfunding platform · 2022
O-Bless
O-Bless was announced in September 2022 as a crowdfunding platform. Available material confirms the announcement but does not establish whether the platform became commercially operational, what projects it supported or how it was regulated.
Media and events services
O-Media
O-Media was described as an Onpassive subsidiary involved in media and event activities. In February 2023 it announced a partnership with Best Moment Events for concerts and other events involving Arab celebrities in the UAE and other Arab countries.
Controversies
2025
SEC enforcement settlement
Onpassive settled the SEC case without admitting or denying wrongdoing and agreed to a $4 million civil penalty, more than $26 million in disgorgement and more than $1.2 million in prejudgment interest. Ashraf Mufareh separately agreed to a $4 million penalty and an eight-year officer-and-director bar.
2023
SEC pyramid-scheme and unregistered-securities allegations
The SEC alleged that Onpassive sold $97 participation positions promising passive income from later investors, offered unregistered securities and operated an illegal pyramid scheme. It also alleged misleading statements about products, returns and legality.
2023
Bangladesh Bank fraud warning
Bangladesh Bank publicly described Onpassive as fraudulent and warned Bangladeshis to avoid investing in or conducting business with it.
Marketing campaigns
- 2023O-Media events partnership
United Arab Emirates · Arab countries
O-Media and Best Moment Events announced plans for events and concerts featuring Arab celebrities. A related forum reportedly involved delegates and representatives from 40 countries.
Outcome. The sources do not establish the complete schedule or long-term outcome of the events program.
- 2022UAE headquarters Burj Khalifa campaign
United Arab Emirates
Onpassive promoted its UAE headquarters through outdoor advertising and projections on the Burj Khalifa and in prominent Dubai locations.
Outcome. The campaign increased the visibility of the Onpassive brand, but later regulatory proceedings challenged the company’s underlying business model.
- 2022beIN Sports sponsorship
Qatar
Onpassive announced a partnership with beIN Sports connected with UEFA Champions League and La Liga streaming.
Outcome. The available sources do not document the full duration or commercial results of the arrangement.
Brand decisions
2025
Settle SEC enforcement caseOtherBackground
The settlement followed SEC allegations involving unregistered securities, misleading representations and an illegal pyramid scheme.
Action taken
Onpassive agreed to monetary penalties, disgorgement and prejudgment interest without admitting or denying wrongdoing.
Aftermath
The company’s post-settlement operating status remains unclear. Ashraf Mufareh also accepted an eight-year officer-and-director bar.
Civil penalty, disgorgement and prejudgment interest. US$4 million civil penalty, more than US$26 million disgorgement and more than US$1.2 million prejudgment interest (Settlement announced August 2025)
2022
Build a highly visible UAE headquartersStrategyBackground
Onpassive sought to present itself as an international technology company through a Dubai headquarters associated with the Burj Khalifa.
Action taken
The company launched a large outdoor and projection-based campaign and promoted the UAE headquarters.
Aftermath
The visibility campaign preceded later regulatory scrutiny of the company’s membership and investment model.
2022
Announce O-Mail, O-Net and O-TrimProduct launchBackground
Onpassive promoted a portfolio of proprietary software as evidence of its technology-company positioning.
Action taken
It announced O-Mail, O-Net and O-Trim in November 2022.
Aftermath
The SEC later alleged that the company had not launched commercial applications by June 2023.
Sources2 sources
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