April 29, 2019

Steve Berman
Chief Executive Officer
On4 Communications, Inc.
1875 Century Park East, 6th Floor
Los Angeles, CA 90067

       Re: On4 Communications, Inc.
           Amendment No. 1 to Offering Statement on Form 1-A
           Filed April 2, 2019
           File No. 024-10971

Dear Mr. Berman:

      We have reviewed your amended offering statement and have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.

       Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your offering statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our March 13,
2019 letter.

Offering Statement on Form 1-A

Cover Page

1.    On page 3, you provide a Rule 251(d)(2)(i)(C) legend, which is applicable
to Tier 2
      offerings where the securities will not be listed on a registered
national securities
      exchange upon qualification. Please tell us why you have included this
legend. In this
      regard, we note that the company's offering circular relates to a Tier 1
offering.
Use of Proceeds to Issuer, page 19

2.    You indicate throughout the offering circular that the company has
significant
      indebtedness. Additionally, on page 22, you discuss your pending
acquisitions.
 Steve Berman
FirstName LastNameSteve Berman
On4 Communications, Inc.
Comapany NameOn4 Communications, Inc.
April 29, 2019
April 2 2019 Page 2
Page 29,
FirstName LastName
             To the extent a material part of the proceeds is to be used to
discharge indebtedness,
             describe the material terms of such indebtedness. If the
indebtedness to be discharged
             was incurred within one year, describe the use of the proceeds
arising from such
             indebtedness. Separately, please discuss the impact of your
indebtedness on your
             liquidity in the liquidity section on page 23.

             If any material amount of the proceeds is to be used to acquire
assets, otherwise than
             in the ordinary course of business, briefly describe and state the
cost of the assets. If
             the assets are to be acquired from affiliates of the company or
their associates, give the
             names of the persons from whom they are to be acquired and set
forth the basis used in
             determining the purchase price to the company. Refer to Item 6 of
Part II to Form 1-
             A.
Management's Discussion and Analysis of Financial Condition and Results of
Operation
Description of Business, page 20

3.       You provide a historical overview of the company since its inception.
However, you did
         not clearly describe the business of the company.

             Revise to more clearly provide the information required by Item 7
of Part II to Form 1-
             A, including the principal products and services of the company
and the principal
             market for and method of distribution of such products and
services.

             Tell us the status of the CogoSense and Sifthouse BC acquisitions
and revise your
             disclosure to discuss how your investments in each of the company
have impacted
             your business operations, if applicable. To the extent material,
please file related
             material agreements as exhibits to the offering circular or tell
us why this information
             is not material.
Index to Exhibits, page 35

4.       Please file the employment agreement with Steve Berman as well as the
form of
         subscription agreement as an exhibits to the offering circular. Refer
to Item 17 of Part III
         to Form 1-A.
        You may contact Joyce Sweeney, Staff Accountant, at (202) 551-3449 or
Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Michael C.
Foland, Attorney-
Advisor, at (202) 551-6711 or Folake Ayoola, Special Counsel, at (202) 551-3673
with any
other questions.



                                                                Sincerely,
 Steve Berman
On4 Communications, Inc.
April 29, 2019
Page 3


FirstName LastNameSteve Berman          Division of Corporation Finance
                                        Office of Information Technologies
Comapany NameOn4 Communications, Inc.
                                        and Services
April 29, 2019 Page 3
cc:       Matheau J. W. Stout, Esq.
FirstName LastName