United States securities and exchange commission logo
December 23, 2021
Steve Berman
Chief Executive Officer
On4 Communications, Inc.
44 West 44th Street
New York, NY 10036
Re: On4 Communications,
Inc.
Offering Statement
on Form 1-A
Filed December 8,
2021
File No. 024-11747
Dear Mr. Berman:
We have reviewed your 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.
Form 1-A filed December 8, 2021
Offering Summary, page 6
1. We note that the
company commenced a prior offering in July 2021. Please disclose the
number of shares sold,
the amount raised, and how the company used funds from the prior
offering.
Securities Being Offered, page 31
2. Please disclose the
material terms of the common stock being offered. Disclose the
number of authorized
common stock and the voting rights of the holders of common
stock. Clarify your
reference on page 6 that the holders of common stock will have "full
voting rights." Please
file the bylaws and the articles of incorporation or provide a
hyperlink to those
documents.
Steve Berman
FirstName LastNameSteve
On4 Communications, Inc. Berman
Comapany23,
December NameOn4
2021 Communications, Inc.
December
Page 2 23, 2021 Page 2
FirstName LastName
Security Ownership of Management and Certain Securityholders, page 31
3. Please update the beneficial ownership table to reflect the most
recent practicable date, as
required by Item 12 of Form 1-A. We note that the chart is provided as
of July 31,
2021. Also, please include a column in the chart and disclosure on the
cover
page indicating the voting power held by Mr. Berman.
Financial Statements, page 35
4. Please revise your references to October 31, 2021 and the three months
ended July 31,
2021. These periods do not correspond to the financial statements you
provided in the
offering statement.
We will consider qualifying your offering statement at your request. In
connection with
your request, please confirm in writing that at least one state has advised you
that it is prepared
to qualify or register your offering. If a participant in your offering is
required to clear its
compensation arrangements with FINRA, please have FINRA advise us that it has
no objections
to the compensation arrangements prior to qualification.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Olivia Bobes, Law Clerk, at (202) 551-7361 or Jan Woo,
Legal Branch
Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Matheau Stout, Esq.