UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 FORM 10-Q

☑   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2014

☐   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

Commission File Number 001-34297

ON4 COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware	Suite 1704 — 1188 West Pender Street Vancouver, BC, Canada V6E0A2	98-0540536
(State of incorporation)	(Address of principal executive offices)	(I.R.S. Employer Identification No.)
	(604) 620-6879
	(Registrant’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☑  Yes     ☐  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☑  Yes     ☐   No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐	Accelerated Filer ☐
Non-Accelerated Filer ☐	Smaller Reporting Company ☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  

☐   Yes    ☑   No

As of March 24, 2014, there were 2,146,728 shares of the registrant’s $0.0001 par value common stock issued and outstanding.

ON4 COMMUNICATIONS, INC.

QUARTERLY REPORT

PERIOD ENDED JANUARY 31

TABLE OF CONTENTS

		Page
PART I.                 FINANCIAL INFORMATION		2
ITEM 1.	FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	13
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	18
ITEM 4.	CONTROLS AND PROCEDURES	19
PART II.               OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	19
ITEM 1A.	RISK FACTORS	19
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	20
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	20
ITEM 4.	MINE SAFETY DISCLOSURES	20
ITEM 5.	OTHER INFORMATION	20
ITEM 6.	EXHIBITS	21

Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of On4 Communications, Inc.,(the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "ONCI" refers to On4 Communications, Inc.

1

 PART I - FINANCIAL INFORMATION

The financial statements included herein have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the transition period presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in our audited financial statements filed therewith along with the Form 10–K Annual Report with the U.S. Securities and Exchange Commission (SEC) on March 18, 2014, and can be found on the SEC website at www.sec.gov. 

2

ITEM 1.  CONDENSED FINANCIAL STATEMENTS

INDEX	F-1
Unaudited Balance Sheets as of January 31, 2014, and Balance Sheet as of October 31, 2013.	F-2
Unaudited Statement of Operations for the Three Months Ended January 31, 2014 and 2013, and Cumulative Since Inception.	F-3
Unaudited Statement of Cash Flows for the Three Months Ended January 31, 2014 and 2013, and Cumulative Since Inception.	F-4
Notes to  Unaudited Consolidated Financial Statements	F-5

F-1

ON4 COMMUNICATIONS INC.

(A Development Stage Company)

Balance Sheets

(Expressed in US Dollars)

	January  31,	October 31,
	2014	2013
	$	$
	(unaudited)
ASSETS
Current Assets
Cash	–	–
Loan receivable (Note 3)	116,669	121,090
Total Current Assets	116,669	121,090
Deferred financing costs	125	778
Total Assets	116,794	121,868
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Bank indebtedness	926	1,022
Accounts payable and accrued liabilities (Note 5)	1,437,456	1,378,983
Due to related parties (Note 4)	4,548	4,858
Notes payable (Note 6)	388,790	390,320
Convertible notes payable, net of unamortized discount of $102 and $38,099, respectively (Note 7)	115,832	80,933
Derivative liabilities (Note 8)	250,161	121,632
Total Liabilities	2,197,713	1,977,748
Nature of Operations and Continuance of Business (Note 1)
Commitments (Note 12)
Stockholders’ Deficit
Preferred stock: 30,000,000 shares authorized, non-voting, no par value; No shares issued and outstanding	–	–
Common stock: 600,000,000 shares authorized, $0.0001 par value; 2,146,728 and 1,465,566 shares issued and outstanding, respectively	215	147
Additional paid-in capital	13,400,481	13,381,883
Common stock issuable	70,000	70,000
Deficit accumulated during the development stage	(15,551,615)	(15,307,910)
Total Stockholders’ Deficit	(2,080,919)	(1,855,880)
Total Liabilities and Stockholders’ Deficit	116,794	121,868

(The accompanying notes are an integral part of these unaudited financial statements)

F-2

ON4 COMMUNICATIONS, INC.

(A Development Stage Company)

Statements of Operations

(Expressed in US Dollars)

(Unaudited)

	Three Months Ended	Three Months Ended	Accumulated From June 5, 2006 (Date of Inception)
	January 31,	January 31,	to January 31,
	2014	2013	2014
	$	$	$
Revenue	–	–	–
Operating Expenses
Advertising and marketing	–	–	244,182
Amortization of intangible assets	–	–	18,138
Amortization of property and equipment	–	–	32,677
Consulting fees	–	5,232	2,173,938
Foreign exchange loss (gain)	(10,429)	1,241	239,533
General and administrative	352	2,991	1,128,017
Impairment of goodwill	–	–	3,274,109
Impairment of assets	–	–	2,220,609
Management fees (Note 4)	–	15,610	1,226,409
Payroll	–	–	29,516
Professional fees	25,524	22,681	842,682
Research and development	–	–	318,360
Total Operating Expenses	15,447	47,755	11,748,170
Operating Loss	(15,447)	(47,755)	(11,748,170)
Other Income (Expense)
Accretion of discounts on convertible notes payable (Note 7)	(37,997)	(80,124)	(539,898)
Amortization of deferred financing costs	(653)	(2,722)	(20,375)
Gain on settlement of debt	–	–	807,352
Interest and other income	–	–	181,682
Interest expense	(45,511)	(44,355)	(987,724)
Loss on change in fair value of derivative liabilities (Note 8)	(144,097)	(139,411)	(841,046)
Write-off of note receivable	–	–	(1,114,182)
Total Other Income (Expense)	(228,258)	(266,612)	(2,514,191)
Loss from Continuing Operations	(243,705)	(314,367)	(14,262,361)
Discontinued Operations
Loss from discontinued operations	–	–	(1,282,616)
Gain on disposal of discontinued operations	–	–	76,834
Loss from Discontinued Operations	–	–	(1,205,782)
Net Loss	(243,705)	(314,367)	(15,468,143)
Net Loss Per Share – Basic and Diluted	(0.13)	(0.89)
Weighted Average Shares Outstanding	1,895,000	355,000

(The accompanying notes are an integral part of these unaudited financial statements)

F-3

ON4 COMMUNICATIONS INC.

(A Development Stage Company)

Condensed Statements of Cash Flows

(Expressed in US Dollars)

(Unaudited)

	Three Months Ended January 31, 2014 $	Three Months Ended January 31, 2013 $	Accumulated From June 5, 2006 (Date of Inception) to January 31, 2014 $
Operating Activities
Net loss from continuing operations	(243,705)	(314,367)	(14,262,361)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of discounts on convertible notes payable	37,997	80,124	539,898
Amortization of property and equipment	–	–	32,677
Amortization of intangible assets	–	–	18,138
Amortization of deferred financing costs	653	2,722	20,375
Gain on settlement of debt	–	–	(807,352)
Impairment of goodwill	–	–	3,274,109
Impairment of assets	–	–	2,220,609
Issuance of notes payable for services and penalties	–	–	152,402
Issuance of shares for services	–	–	576,750
Loss on change in fair value of derivative liabilities	144,097	139,411	841,046
Stock-based compensation	–	–	1,136,981
Write-off of notes receivable	–	–	1,114,182
Changes in operating assets and liabilities:
Accounts receivable	–	–	(5,431)
Prepaid expenses and deposits	–	–	(10,678)
Accounts payable and accrued liabilities	58,473	58,295	1,619,194
Due to related parties	(1,840)	(1,210)	635,558
Net Cash Used In Operating Activities	(4,325)	(35,025)	(2,903,903)
Investing Activities
Acquisition of intangible assets	–	–	(182,687)
Cash acquired in reverse merger	–	–	1,523
Cash from disposition of subsidiary	–	–	15,709
Loan receivable	4,421	(15,491)	(116,669)
Acquisition of property and equipment	–	–	(33,562)
Advances for note receivable	–	–	(1,114,182)
Net Cash Used In Investing Activities	4,421	(15,491)	(1,429,868)
Financing Activities
Bank indebtedness	(96)	103	926
Proceeds from issuance of common stock	–	–	1,821,267
Proceeds from issuance of preferred stock	–	–	1,000,000
Proceeds from notes payable and convertible notes payable	–	52,500	1,092,022
Repayment of notes payable	–	–	(81,250)
Payment of deferred financing costs	–	(2,500)	(20,500)
Proceeds from related parties	–	–	561,935
Repayments to related parties	–	–	(84,780)
Share issuance costs	–	–	(8,000)
Net Cash Provided By Financing Activities	(96)	50,103	4,281,620
Effects of Exchange Rate Changes on Cash	–	43	53,674
Discontinued Operations:
Operating activities	–	–	(119,701)
Investing activities	–	–	(661,509)
Financing activities	–	–	779,687
Net Cash Used in Discontinued Operations	–	–	(1,523)
Change in Cash	–	(370)	–
Cash - Beginning of Period	–	370	–
Cash - End of Period	–	–	–
Supplemental Disclosures (Note 11)

(The accompanying notes are an integral part of these unaudited financial statements)

F-4

ON4 COMMUNICATIONS INC.

(A Development Stage Company)

Notes to the Financial Statements

January 31, 2014

(Expressed in US dollars)

(Unaudited)

1. Basis of Presentation

These interim unaudited financial statements of On4 Communications, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended October 31, 2013, included in the Company’s Annual Report on Form 10-K filed on March 18, 2014 with the SEC.

The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at January 31, 2014, and the results of its operations and cash flows for the three months ended January 31, 2014. The results of operations for the three months ended January 31, 2014, are not necessarily indicative of the results to be expected for future quarters or the full year.

Sound Revolution Inc. (the "Company"), was incorporated on June 4, 2001 under the laws of the State of Delaware and on October 2, 2009 changed its name to On4 Communications, Inc. On May 1, 2009, the Company merged with On4 Communications, Inc. (“On4”), an Arizona corporation incorporated on June 5, 2006. Pursuant to the terms of the merger agreement, the Company acquired all assets and liabilities of On4 by issuing new shares to all former shareholders of On4 on a 1-to-1 basis. The Company issued 27,955,089 common shares to the former shareholders of On4 and the merger was accounted for as a “reverse merger” using the purchase method of accounting, with the former shareholders of On4 controlling 68% of the issued and outstanding common shares of the Company after the closing of the transaction. Accordingly, On4 was deemed to be the acquirer for accounting purposes and the financial statements are presented as a continuation of On4 and include the results of operations of On4 since incorporation on June 5, 2006, and the results of operations of the Company since the date of acquisition on May 1, 2009. On May 3, 2012, the Company’s shareholders approved a name change to NetCents Systems International Ltd., however, this has not been declared effective as of the date of issuance of these financial statements.

On4 is in the business of manufacturing two-way communication and location devices with applications that include tracking people, pets, assets, and inventory, among others. The Company is a Development Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities, and has not yet generated significant revenues from their intended business activities.

Going Concern

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues since inception and is unlikely to generate significant revenue or earnings in the immediate or foreseeable future. As at January 31, 2014, the Company has not generated any revenues since inception, has a working capital deficiency of $2,081,044 and has an accumulated deficit of $15,551,615 since inception. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company will need additional working capital to continue or to be successful in any future business activities. Therefore, continuation of the Company as a going concern is dependent upon obtaining the additional working capital necessary to accomplish its objective. Management plans to seek debt or equity financing, or a combination of both, to raise the necessary working capital.

F-5

2. Summary of Significant Accounting Principles (continued)

Comprehensive Loss

ASC 220, “Comprehensive Income” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As at January 31, 2014 and 2013, the Company had no items that represent comprehensive income or loss.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

3. Loan Receivable

On December 15, 2011, the Company entered into the share exchange agreement with NetCents Systems Ltd. (“NetCents”), as described in Note 12(b). At January 31, 2014, the Company was owed $116,669 (October 31, 2013 - $121,090) for expenses paid on behalf of NetCents. The amount is unsecured, non-interest bearing, and due on demand.

4. Related Party Transactions

(a) As at January 31, 2014, the Company owed $1,953 (October 31, 2013 - $2,085) to the Chief Executive Officer of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand.

(b) As at January 31, 2014, the Company owed $2,595 (October 31, 2013 - $2,773) to the Chief Operating Officer of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand.

(c) During the three months ended January 31, 2014, the Company incurred $nil (2013 - $15,610) of management fees to officers and directors of the Company.

5. Accounts Payable and Accrued Liabilities

	January 31, 2014 $ (unaudited)	October 31, 2013 $
Trade payables	992,647	956,100
Accrued interest expense	444,809	422,883
	1,437,456	1,378,983

F-6

6. Notes Payable

	January 31, 2014 $ (unaudited)	October 31, 2013 $
Kestrel Gold Inc., unsecured, due interest at prime plus 2% per annum, and due on demand.	22,445	23,975
Scottsdale Investment Corporation, unsecured, due interest at 12% per annum, and due on demand.	319,980	319,980
Gordon Jessop, unsecured, due interest at 5% per annum, and due on demand	46,365	46,365
	388,790	390,320

7. Convertible Notes Payable

(a) On February 1, 2013, the Company entered into a Convertible Promissory Note agreement for $62,000 of marketing services. Pursuant to the agreement, the promissory note is convertible at any time after issuance into shares of common stock at a price of $1.0363 per share. The promissory note is unsecured, bears interest at 1% per year, and the principal amount and any interest thereon are due on January 30, 2014.

(b) On February 10, 2013, the Company entered into a Convertible Promissory Note agreement for $27,500. Pursuant to the terms of the agreement, the loan is unsecured, bears interest at 8% per annum, and is due on February 10, 2014. Furthermore, the note is convertible into shares of the Company’s common stock at any time at a variable conversion price equal to 50% of the average of the lowest three closing bid prices for the common stock during the 10 trading days prior to the date of the conversion notice. Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a full discount to the note payable of $27,500. The carrying value of the convertible note will be accreted over the term of the convertible note up to the value of $27,500. During the year ended October 31, 2013, the Company issued 244,437 shares of common stock for the conversion of $26,000 of the note. During the three months ended January 31, 2014, $484 (2013 - $nil) of accretion expense had been recorded and the carrying value of the note is $1,398. The Company paid financing costs of $1,500 relating to the issuance of the note.

(c) On February 20, 2013, the Company entered into a Convertible Promissory Note agreement for $37,500. Pursuant to the agreement, the loan is convertible 180 days after issuance into shares of common stock at a variable conversion price equal to 51% of the average of the lowest two closing bid prices for the common stock during the 20 trading days prior to the date of the conversion notice. The loan bears interest at 8% per year and the principal amount and any interest thereon are due on November 22, 2013. Pursuant to ASC 815, “Derivatives and Hedging,” the Company will recognize the fair value of the embedded conversion feature as a derivative liability when the note becomes convertible on August 29, 2013. On June 20, 2013, the Company defaulted on the loan. As a result, a penalty of 150% of the principal balance was applied, increasing the loan to $56,250. The carrying value of the convertible note will be accreted over the term of the convertible note up to the value of $56,250. During the year ended October 31, 2013, the Company issued 132,962 shares of common stock for the conversion of $718 of the note. During the three months ended January 31, 2014, the Company issued 681,162 shares of common stock for the conversion of $3,098 of the note. During the three months ended January 31, 2014, $37,513 (2013 - $nil) of accretion expense had been recorded and the carrying value of the note is $52,434. The Company paid financing costs $2,500 relating to the issuance of the note.

F-7

8. Derivative Liabilities

The conversion options of the convertible notes payable, as disclosed in Note 7, are required to record a derivative at their estimated fair value on each balance sheet date with changes in fair value reflected in the statement of operations.

The fair value of the derivative liabilities for the February 10, 2013 and February 20, 2013 convertible notes were $57,147 and $91,023, respectively, on vesting. The fair values as at January 31, 2014 and October 31, 2013 are as follows:

	January 31, 2014 $ (unaudited)	October 31, 2013 $
$27,500 convertible debenture issued February 10, 2013	1,769	2,777
$37,500 convertible debenture issued February 20, 2013	248,392	118,855
	250,161	121,632

During the three months ended January 31, 2014, the Company recorded a loss on the change in fair value of the derivative liabilities of $144,097 (2013 – $139,411). The Company uses the Black-Scholes option pricing model to calculate the fair values of the derivative liabilities. The following table shows the assumptions used in the calculations:

	Expected Volatility	Risk-free Interest Rate	Expected Dividend Yield	Expected Life (in years)
February 10, 2013 convertible note
As at February 10, 2013 (date of vesting)	307%	0.17%	0%	1.00
As at January 31, 2014	479%	0.03%	0%	0.04
February 20, 2013 convertible note
As at August 19, 2013 (date of vesting)	301%	0.04%	0%	0.25
As at January 31, 2014	473%	0.10%	0%	0.75

9. Common Stock

(a) During the three months ended January 31, 2014, the Company issued an aggregate of 681,162 common shares upon the conversion of $3,098 of convertible notes payable as described in Note 7.

10. Stock Options

The following table summarizes stock option plan activities:

	Number of Options	Weighted Average Exercise Price $	Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value $
Outstanding, October 31, 2012, 2013 and January 31, 2014	5,833	135.00	1.71	–

The Company’s had no unvested stock options at January 31, 2014 or October 31, 2013.

F-8

10. Stock Options (continued)

Additional information regarding stock options as of January 31, 2014 is as follows:

Number of Options	Exercise Price $	Expiry Date
4,444	67.50	March 3, 2015
611	225.00	July 23, 2017
778	450.00	December 18, 2017
5,833

11. Supplemental Disclosures

	Three Months Ended January 31, 2014 $	Three Months Ended January 31, 2013 $	Accumulated From June 5, 2006 (Date of Inception) to January 31, 2014 $
Non-cash investing and financing activities:
Shares issued for settlement of notes payable and accrued interest	3,098	78,493	422,465
Supplemental Disclosures:
Interest paid	–	–	–
Income taxes paid	–	–	–

12. Commitments

(a)

On February 23, 2010, the Company entered into a trademark license agreement (the “Agreement”). Pursuant to the Agreement, the Company was granted an exclusive license to use certain trademarks and trade names on the Company’s hardware, software and services that provide tracking and location monitoring for people, animals and property of any other nature, but excluding firearms and related accessories, as well as existing licensed products and services of the Company, including but not limited to GPS, E911, A-GPS, radio frequency, beacon technology. Other applications that are covered under the Trademark License Agreement also include offenders monitoring, elderly, medical, teens and children tracking, public safety officers, executives, cars, tracks, motorcycles, aircrafts, boats, personal watercrafts, ATV’s, equipment, cargo, tools, trailers, electronic equipment, retail goods, and consumer goods in transit. The licensed territory includes the United States, Canada and Mexico. The Agreement expires on February 1, 2015.

The Company must pay a royalty of net sales and incurred a non-refundable advance against royalties of $5,000. The Company must pay guaranteed royalties with 25% of each royalty for the year due at the end of each calendar quarter. Further, the Company has agreed to spend an amount equal to at least 2% of all net sales of the licensed products during each contract year for promotional activities.

F-9

12. Commitments (continued)

(b) On December 15, 2011, the Company entered into a share exchange agreement (the “Agreement”) with NetCents. Pursuant to the terms of the Agreement, the Company will issue two shares of common stock for every one share of NetCents stock issued and outstanding on the date of closing. Upon completion of the transaction, NetCents would become a wholly owned subsidiary of the Company. The Agreement is subject to conditions precedent to closing and the risk that these conditions precedent will not be satisfied results in there being no assurance that the Agreement will be completed as contemplated, or at all. As of the date of issuance of these financial statements, the agreement had yet to be completed.

(c) On May 10, 2013, the Company entered into debt settlement agreements with certain creditors for amounts owed by the Company. Under the terms of the settlement, the Company agreed to settle $60,614 of accounts payable and accrued liabilities for cash payment of $12,122, and $215,299 of accounts payable and accrued liabilities in exchange for the issuance of 1,595 units. Each unit will be comprised of one common share of the Company and one share purchase warrant, which is exercisable into common shares of the Company at $135.00 per share for a period of two years from the effective date. The effective date of these debt settlement agreements will occur upon the closing of the Agreement, as noted in Note 12(b). As of the date of filing, the Agreement has not been completed, and the terms of the settlements have not yet been satisfied.

13. Subsequent Events

On February 17, 2014, the Company authorized the issuance of 5,000,000 common shares to the President of the Company as compensation for services provided. As of the date of the issuance of these financial statements, the shares have not been issued.

END OF NOTES TO FINCANCIALS

F-10

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements.  You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms.  These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements.  Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.  We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

Business Overview

We were incorporated as a Delaware company on June 4, 2001 under the name Sound Revolution Inc. On July 2, 2009 we changed our name to On4 Communications, Inc. Our fiscal year end is October 31. Our address is Suite 1704 – 1188 West Pender Street, Vancouver, BC, Canada, V6E 0A2. Our telephone number is (604) 620-6879.

Our common stock is quoted on the Pink Sheets Quotation system under the symbol “ONCI.PK” and on the Berlin Stock Exchange under the symbol O4C:GR.

On June 10, 2008, our company effected a 1 for 42 reverse stock split of the outstanding shares of common stock our company and also increased the number of authorized share capital of our company from 100,000,000 to 110,000,000 shares. 100,000,000 shares out the total authorized capital shall be common stock and 10,000,000 shall be preferred stock. On June 26, 2008, the reverse stock split and the increase in our company’s authorized capital came into effect. As a result of the reverse split, the number of the outstanding shares of common stock of our company was decreased from 10,854,629 shares to 258,444 shares of common stock.

On March 13, 2012, we received written consent from the board of directors and the holders of 52.40% of our company’s voting securities to amend the Articles of Incorporation to increase our authorized capital.

On April 19, 2012, the Delaware Secretary of State accepted for filing of a Certificate of Amendment, wherein, we amended our Articles of Incorporation to increase the authorized number of shares of our common stock from 100,000,000 to 200,000,000 shares of common stock, par value of $0.0001 per share, effective April 20, 2012. Our preferred stock remained unchanged.

On November 1, 2012, our company received written consent from the board of directors and the holders of 78.72% of our company’s voting securities to amend the Articles of Incorporation to increase our authorized capital.

On November 30, 2012, the Delaware Secretary of State accepted for filing of a Certificate of Amendment, wherein, our company amended its Articles of Incorporation to increase the authorized number of shares of our common stock from 210,000,000 to 630,000,000 shares, with a par value of $0.0001, which consists of 600,000,000 shares of common stock and 30,000,000 shares of preferred stock.

On October 11, 2013, the Financial Industry Regulatory Authority (“FINRA”) approved a reverse stock split (the “Reverse Split”) of the common shares of the Company, whereby every four hundred and fifty (450) old shares of the Company’s common stock shall be exchanged for one (1) new share of the Company’s common stock. As a result, the issued and outstanding shares of common stock of the Company decreased from five hundred ninety nine million, six hundred fifty seven thousand, three hundred and forty six (599,657,346) shares prior to the Reverse Split to one million, three hundred thirty two thousand, five hundred seventy two (1,332,572) shares following the Reverse Split. The Reverse Split became effective on October 15, 2013.

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Corporate History

On March 12, 2009, we entered into a merger agreement with On4 Communications, Inc., a private Arizona company incorporated on June 5, 2006. We subsequently amended this agreement on April 7, 2009, and on May 1, 2009 we completed the merger with On4, with our company as the surviving entity. Upon the completion of the merger, we had three wholly-owned subsidiaries: (i) Charity Tunes Inc., a Delaware company incorporated on June 27, 2005 for the purpose of operating a website for the distribution of music online; (ii) Sound Revolution Recordings Inc., a British Columbia, Canada company incorporated on June 20, 2001 for the purpose of carrying on music marketing services in British Columbia; and (iii) PetsMobility Inc., a Delaware company incorporated on March 23, 2006 for the purpose of operating the website www.petsmo.com and related business.

On April 29, 2010, we sold our interest in PetsMobility Inc., excluding certain specific assets, to On4 Communications Inc., a private Canadian company and our shareholder (“On4 Canada”), pursuant to an asset purchase agreement in exchange for On4 Canada returning 2,000,000 shares of our common stock to our treasury for cancellation. On October 29, 2010 we amended the asset purchase agreement to clarify certain terms of the purchase and sale.

On March 16, 2011, we sold our interest in Charity Tunes and Sound Revolution to Empire Success, LLC, a private Nevada limited liability company, in exchange for $15,000 and 6,300 shares of Empire’s common stock. As a result, we currently have no subsidiaries.

On November 3, 2011, we entered into a binding letter of intent to acquire 100% of the issued and outstanding shares of NetCents Systems Ltd., a private Alberta corporation engaged in the development and implementation of a unique and secure electronic payment system for online merchants and consumers. The letter of intent provides for a period of due diligence which will lead to a formal agreement whereby we will acquire 100% of the issued and outstanding capital of NetCents. Clayton Moore, an officer and director of our company, and Ryan Madson, an officer of our company, are shareholders of NetCents and Mr. Moore is the president and director of Net Cents.

On December 15, 2011, we entered into a share exchange agreement with NetCents and the selling shareholders of NetCents. Pursuant to the terms of the share exchange agreement, our company and NetCents agreed to engage in a share exchange which, if completed, would result in NetCents becoming a wholly owned subsidiary of our company. The share exchange has not been completed as of the date of this quarterly report and is subject to completion of due diligence by the parties, and to the following material terms and conditions:

1. We will issue 2 shares of our common stock from treasury for every 1 share of NetCents stock issued and outstanding on the date of closing;

2. NetCents will have no more than 16,245,421 shares of its common stock issued and outstanding on the closing date of the Share Exchange Agreement. Additional issuances must be authorized by our company;

3. NetCents will have delivered to our company audited financial statements for its last two fiscal years and any applicable interim period ended no more than 35 days before the closing of the share exchange agreement, prepared in accordance with United States GAAP and audited by an independent auditor registered with the Public Company Accounting Oversight Board in the United States; and

4. NetCents will file all required documentation with the Province of Alberta to effect the share exchange.

Also on December 15, 2011, NetCents received the approval for the share exchange agreement and the share exchange transaction from holders of approximately 76% of its voting securities through written resolution in lieu of holding a meeting. However, as reported above, as of the date of this quarterly report, the share exchange has yet to be completed.

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Our Current Business

We are a development stage company, providing wireless communications services to telecommunication companies, consumers and businesses. Our platform comprises global positioning system (“GPS”) device management, location-based services (“LBS”) capabilities, and the broadcasting of proprietary and non-proprietary content. LBS is a term used to describe the delivery of information and entertainment content to consumers with mobile devices based on the geographical position of the mobile device. We intend to deliver LBS via two-way communication tracking devices with applications that are able to track people, pets, assets and inventory. Our solution platform integrates various location-aware devises, such as GPS receivers, and transmits data to a range of devices, including Web browsers, instant messengers, short message service/mail, and mobile phones.

Research and Development Expenditures

We have incurred $Nil in research and development expenditures over the last two fiscal years.

Employees

As of January 31, 2014, our only employees are our directors and officers. We plan to hire additional employees when circumstances warrant.

Results of Operations

Three Months Ended January 31, 2014 and January 31, 2013, and the Period from June 5, 2006 (Date of Inception) to January 31, 2014.

Our results of operations are presented below:

					Accumulated from
					June 5, 2006
	Three Months		Three Months		(Date of
	Ended		Ended		Inception) to
	January 31,		January 31,		January 31,
	2014		2013		2014
	(unaudited)		(unaudited)		(unaudited)
	($)		($)		($)
Revenue		Nil		Nil		Nil
Total Operating Expenses		15,447		47,755		11,748,170
Total Other Expenses		228,258		266,612		2,514,191
Net Loss from continuing operations		(243,705)		(314,367)		(14,262,361)

From our inception on June 5, 2006 to January 31, 2014, we did not generate any revenue.

Expenses

						Accumulated
						from
	Three Months			Three Months		June 5, 2006
	Ended			Ended		(Date of
	January 31,			January 31,		Inception) to
	2014			2013		January 31, 2014
	(unaudited)			(unaudited)		(unaudited)
	($)			($)		($)
Advertising and Marketing		Nil			Nil		244,182
Amortization of intangible assets		Nil			Nil		18,138
Amortization of property and equipment		Nil			Nil		32,677
Consulting fees		Nil			5,232		2,173,938
Foreign exchange (gain) loss		(10,429	)		1,241		239,533
General and administrative		352			2,991		1,128,017
Impairment of goodwill		Nil			Nil		3,274,109
Impairment of assets		Nil			Nil		2,220,609
Management fees		Nil			15,610		1,226,409
Payroll		Nil			Nil		29,516
Professional fees		25,524			22,681		842,682
Research and development		Nil			Nil		318,360

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Our total expenses during the three months ended January 31, 2014 were $243,705 which consisted of $10,429 in foreign exchange gain, $352 in general and administrative expenses, $NIL in management fees, and $25,524 in professional fees. During this period we also incurred $37,997 in accretion of discounts on convertible notes payable, $953 in amortization of deferred financing costs, $45,511 in interest expenses and $144,097 in loss on change in fair value of derivative liabilities.

Our total expenses during the three months ended January 31, 2013 were $314,367 which consisted of $5,232 in consulting fees, $1,241 in foreign exchange loss, $2,991 in general and administrative expenses, $15,610 in management fees and $22,681 in professional fees. During this period we also incurred $80,124 in accretion of discounts on convertible notes payable, $2,722 in amortization of deferred financing costs, $44,355 in the form of interest expenses and $139,411 in loss on change in fair value of derivative liabilities.

Our total operating expenses from our inception on June 5, 2006 to January 31, 2014 were $11,748,170 which consisted of $244,182 in advertising and marketing expenses, $18,138 in amortization of intangible assets, $32,677 in amortization of property and equipment, $2,173,938 in consulting fees, $239,533 in foreign exchange loss, $1,128,017 in general and administrative expenses, $3,274,109 in impairment of goodwill, $2,220,609 in impairment of assets, $1,226,409 in management fees, $29,516 in payroll expenses, $842,682 in professional fees and $318,360 in research and development expenses.

Our general and administrative expenses consisted of travel, meals and entertainment, office maintenance, communication expenses (cellular, internet, fax and telephone), office supplies and courier and postage costs. Our professional fees consisted of legal, accounting and auditing fees.

The decrease in our operating expenses during the three months ended January 31, 2014 compared to the same period in 2013 was primarily due to decreases in general and administrative expenses and management fees and during the most recent period.

During the three months ended January 31, 2014 we incurred a $15,447 operating loss, and a net loss of $243,705. During the same period in fiscal 2013 we incurred an operating loss of $47,755 and a net loss of $314,367. We experienced a net loss per share of $0.13 during the three months ended January 31, 2014 and $0.89 during the same period ended 2013. From our inception on June 5, 2006 to January 31, 2014 we incurred a total of $11,748,170 in operating loss, incurred a $1,205,782 loss from discontinued operations and incurred a net loss $15,468,143.

Liquidity and Capital Resources

Working Capital

	At			At
	January 31,			October 31,
	2014			2013
	($)			($)
Current Assets		116,669			121,090
Current Liabilities		2,197,713			1,977,748
Working Capital/(Deficit)		(2,081,044	)		(1,856,658	)

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Cash Flows

						Period from
	Three Months		Three Months			Inception
	Ended		Ended			(June 5, 2006)
	January 31,		January 31,			to January 31,
	2014		2013			2014
	($)		($)			($)
Net Cash used in Operating Activities		(4,325)		(35,025)			(2,903,903)
Net Cash used in Investing Activities		4,421		(15,491	)		(1,429,868)
Net Cash provided by Financing Activities		(96)		50,103			4,281,620
Net Increase (Decrease) in Cash During Period				(370)			Nil

As of January 31, 2014, we had $Nil in cash, $116,669 in total current assets, $2,197,713 in total current liabilities and a working capital deficit of $2,081,044. As of October 31, 2013, we had working capital deficit of $1,856,658.

During the three months ended January 31, 2014, we spent $4,325 on operating activities, compared to spending of $35,025 on operating activities during the same period in fiscal 2013. The decrease in our expenditures on operating activities during the three months ended January 31, 2014 was largely due to the fact that we had limited cash flows from financing activities, which restricted the amount of operating expenditure that we incurred during the period. From our inception on June 5, 2006 to January 31, 2014 we spent $2,903,903 on operating activities.

During the three months ended January 31, 2014, we received $4,421 on investing activities, whereas we spent $15,491 on investing activities during the same period in fiscal 2013. From our inception on June 5, 2006 to January 31, 2014 we spent $1,429,868 on investing activities, the bulk of which was in the form of advances for notes receivable of $1,114,182, loan receivables of $11,669 and the acquisition of intangible assets of $182,687.

During the three months ended January 31, 2014 we spent $96 in financing activities related to our bank indebtedness. From our inception on June 5, 2006 to January 31, 2014, we received $4,281,620 from financing activities, primarily in the form of proceeds from the issuance of our common stock and preferred stock and proceeds from notes payable and convertible notes payable.

For the next 12 months (beginning October 2013), we estimate our planned expenses to be approximately $1,400,000, as summarized in the table below:

Description	Potential		Estimated
	Completion		Expenses
	Date		($)
General and administrative expenses		12 months		250,000
Professional fees		12 months		150,000
Unallocated working capital		12 months		100,000
Debt repayment		12 months		900,000
Total				1,400,000

Based on our planned expenditures, we require additional funds of approximately $1,400,000 to proceed with our business plan over the next 12 months (beginning October 2013). If we are not able to obtain additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.

Future Financings

We have not generated significant revenues since inception and are unlikely to generate significant revenues or earnings in the immediate or foreseeable future. We rely upon the sale of our securities and proceeds from related parties to fund our operations. We anticipate that we will incur substantial losses for the foreseeable future, and we are dependent upon obtaining outside financing to carry out our operations.

We will require approximately $1,400,000 over the next 12 months (beginning October 2013) to enable us to proceed with our plan of operations, including paying our ongoing expenses. These cash requirements are in excess of our current cash and working capital resources. Accordingly, we intend to raise funds from private placements, loans or possibly a registered public offering (either self-underwritten or through a broker-dealer). At this time we do not have a commitment from any broker-dealer to provide us with financing, and there is no guarantee that any financing will be available to us or if available, on terms that will be acceptable to us.

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If we are unable to obtain the necessary additional financing, then we plan to reduce the amounts that we spend on our operations, our professional fees and our general and administrative expenses so as not to exceed the amount of capital resources that are available to us. If we do not secure additional financing our current cash reserves and working capital will be not be sufficient to enable us to sustain our operations for the next 12 months, even if we do decide to scale them down.

Going Concern

Our financial statements for the three months ended January 31, 2014 have been prepared on a going concern basis and contain an additional explanatory paragraph in Note 1 which identifies issues that raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

Inflation

The amounts presented in our financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

Critical Accounting Policies

Our financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete summary of these policies is included in Note 2 of the notes to our financial statements for the three months ended January 31, 2014. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by management.

Comprehensive Loss

ASC 220, “Comprehensive Income” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As at January 31, 2014 and 2013, our company had no items that represent comprehensive income or loss.

Recently Issued Accounting Pronouncements

Our company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act").

Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of January 31, 2014, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.

Changes in Internal Control Over Financial Reporting

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, executive officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

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Item 2. Unregistered Sales of Equity Securities

Quarterly Issuances

During the three months ended January 31, 2014 we issued an aggregate of 681,162 shares of our common stock related to the conversionof $3,098 of convertible notes payable, as discussed in Note 7 of the Notes to Financials contained herein. These securities were issued pursuant to an exemption from registration requirements relying on Regulation Rule 506 of Regulation D of the Securities Act of 1933.

Subsequent Issuances:

On February 17, 2014, the Company authorized the issuance of 5,000,000 common shares to the President of the Company as compensation for services provided. As of the date of the issuance of these financial statements, the shares have not been issued. 

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit No.	Description
(3)	(i) Articles of Incorporation; (ii) By-laws
3.1	Articles of Incorporation (incorporated by reference to our Registration Statement filed on Form SB-2 on August 20, 2004)
3.2	By-Laws (incorporated by reference to our Registration Statement filed on Form SB-2 on August 20, 2004)
3.3	Certificate of Amendment dated June 10, 2008 (incorporated by reference to our Current Report on Form 8-K filed on June 26, 2008)
3.3	Certificate of Merger dated May 1, 2009 (incorporated by reference to our Current Report on Form 8- K filed on May 7, 2009)
3.4	Certificate of Amendment dated May 21, 2009 (incorporated by reference to our Current Report on Form 8-K filed on July 28, 2009)
3.5	Certificate of Amendment dated March 13, 2012 (incorporated by reference to our Current Report on Form 8-K filed on May 1, 2012)
3.6	Certificate of Amendment dated November 30, 2012 (incorporated by reference to our Current Report on Form 8-K filed on December 5, 2012)
(10)	Material Contracts
10.1	Merger Agreement between Sound Revolution Inc. and On4 Communications, Inc. dated March 12, 2009 (incorporated by reference to our Current Report on Form 8-K filed on March 16, 2009)
10.2	Merger Agreement Amendment between Sound Revolution Inc. and On4 Communications, Inc. dated March 26, 2009 (incorporated by reference to our Current Report on Form 8-K filed on April 13, 2009)
10.3	Asset Purchase Agreement between our company and On4 Communications, Inc. (Canada) dated April 29, 2010 (incorporated by reference to our Quarterly Report on Form 10-Q filed on June 22, 2010)
10.4	Asset Purchase Agreement between our company, Charity Tunes Inc., Bacchus Filings Inc., Bacchus Entertainment Ltd. and Penny Green dated April 30, 2010 (incorporated by reference to our Quarterly Report on Form 10-Q filed on June 22, 2010)
10.5	Acquisition Agreement between our company and Empire Success, LLC dated March 16, 2011 (incorporated by reference to our Quarterly Report on Form 10-Q filed on June 17, 2011)
10.6	Letter of Intent between our company and NetCents Systems Ltd. (incorporated by reference to our Current Report on Form 8-K filed on November 9, 2011)
10.7	Share Exchange Agreement between our company and NetCents Systems Ltd., et al, dated December 15, 2011 (incorporated by reference to our Current Report on Form 8-K filed on December 19, 2011)
(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1*	Section 302 Certification pursuant to the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer.
31.2*	Section 302 Certification pursuant to the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer.
(32)	Section 1350 Certifications
32.1*	Section 906 Certification pursuant to the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer.
32.2*	Section 906 Certification pursuant to the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer,
(99)	Additional Exhibits
99.1	Audit Committee Charter dated September 30, 2009 (incorporated by reference to our Annual Report on Form 10-K filed on February 16, 2010)
101*	Interactive Data Files **
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Schema
101.CAL	XBRL Taxonomy Calculation Linkbase
101.DEF	XBRL Taxonomy Definition Linkbase
101.LAB	XBRL Taxonomy Label Linkbase
101.PRE	XBRL Taxonomy Presentation Linkbase

*	Filed herewith
**	Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		On4 Communications, Inc.
Date:  March 24, 2014	By:	/s/ Clayton Moore
		Clayton Moore
		President, Chief Executive Officer and Director
		(Principal Executive Officer, Principal Financial
		Officer and Principal Accounting Officer)