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                              January 14, 2022

       Steve Berman
       Chief Executive Officer
       On4 Communications, Inc.
       44 West 44th Street
       New York, NY 10036

                                                        Re: On4 Communications,
Inc.
                                                            Amendment No. 1 to
Offering Statement on Form 1-A
                                                            Filed January 5,
2022
                                                            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.

       Amendment No. 1 to Form 1-A

       Cover Page

   1.                                                   Please revise the cover
page to disclose the voting power held by Steve Berman, the Chief
                                                        Executive Officer. We
note that Mr. Berman owns 25 million shares of Series A
                                                        Preferred Stock which
entitles him to 5,000 votes per share and has voting control of the
                                                        company.
       Exhibits

   2.                                                   In response to prior
comment 5, you indicate that the articles of incorporation and bylaws
                                                        were previously filed.
Please revise to indicate the prior filings in which the articles of
                                                        incorporation and
bylaws were filed or provide a hyperlink.

              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
 Steve Berman
On4 Communications, Inc.
January 14, 2022
Page 2

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.

       You may contact Jan Woo, Legal Branch Chief, at (202) 551-3453 with any
questions.



                                                            Sincerely,
FirstName LastNameSteve Berman
                                                            Division of
Corporation Finance
Comapany NameOn4 Communications, Inc.
                                                            Office of
Technology
January 14, 2022 Page 2
cc:       Matheau Stout, Esq.
FirstName LastName