PART II AND III
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 1-A
REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933
On4 Communications,
Inc.
(Exact name of issuer as specified in its charter)
Delaware
(State of other jurisdiction of incorporation or organization)
1875 Century
Park East, 6th Floor
Los Angeles, CA 90067
310-722-6624
(Address, including zip code, and telephone number,
including area code of issuer's principal executive office)
Matheau
J. W. Stout, Esq.
400 E. Pratt Street, 8th Floor
Baltimore, Maryland 21202
(410) 429-7076
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
7372 | 98-0540536 | |
(Primary
Standard Industrial Classification Code Number) |
(I.R.S.
Employer Identification Number) |
This Preliminary Offering Circular shall only be qualified upon order of the Commission, unless a subsequent amendment is filed indicating the intention to become qualified by operation of the terms of Regulation A.
This Preliminary Offering Circular is following the offering circular format described in Part II of Form 1-A.
PART II - OFFERING CIRCULAR - FORM 1-A: TIER 1
Dated: February 19, 2019
PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933
ON4 COMMUNICATIONS, INC.
1875 Century
Park East, 6th Floor
Los Angeles, CA 90067
310-722-6624
info@on4inc.com
450,000,000 Shares of Common Stock at $0.0024 per Share
Minimum Investment: 500,000 Shares ($1,200.00)
Maximum Offering: $1,080,000.00
1 |
See The Offering
- Page 11 and Securities Being Offered - Page 49 For Further Details
None of the Securities Offered Are Being Sold By Present Security Holders
This Offering Will Commence Upon Qualification of this Offering by
the Securities and Exchange Commission and Will Terminate 90 days from
the date of qualification by the Securities And Exchange Commission,
Unless Extended or Terminated Earlier By The Issuer
AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE. WE MAY ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.
PLEASE REVIEW ALL RISK FACTORS ON PAGES PAGE 13 THROUGH PAGE 27 BEFORE MAKING AN INVESTMENT IN THIS COMPANY. AN INVESTMENT IN THIS COMPANY SHOULD ONLY BE MADE IF YOU ARE CAPABLE OF EVALUATING THE RISKS AND MERITS OF THIS INVESTMENT AND IF YOU HAVE SUFFICIENT RESOURCES TO BEAR THE ENTIRE LOSS OF YOUR INVESTMENT, SHOULD THAT OCCUR.
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.
Because these securities are being offered on a "best efforts" basis, the following disclosures are hereby made:
Price to Public | Commissions (1) | Proceeds to | Proceeds to | |
Company (2) | Other Persons (3) | |||
Per Share | $0.0024 | $0 | $0.0024 | None |
Minimum Investment | $1,200.00 | $0 | $1,200.00 | None |
Maximum Offering | $1,080,000.00 | $0 | $1,080,000.00 | None |
(1) The Company shall pay no commissions
to underwriters for the sale of securities under this Offering. (2) Does not reflect payment of
expenses of this offering, which are estimated to not exceed $25,000.00 and which include, among other things, legal fees, accounting
costs, reproduction expenses, due diligence, marketing, consulting, administrative services other costs of blue sky compliance,
and actual out-of-pocket expenses incurred by the Company selling the Shares. This amount represents the proceeds of the offering
to the Company, which will be used as set out in "USE OF PROCEEDS TO ISSUER." (3) There are no finder's fees
or other fees being paid to third parties from the proceeds. See 'PLAN OF DISTRIBUTION.' GENERALLY, NO SALE MAY BE MADE
TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH.
DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES
NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(D)(2)(I)(C) OF REGULATION A. FOR GENERAL INFORMATION ON
INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV. This offering (the "Offering") consists
of Common Stock (the "Shares" or individually, each a "Share") that is being offered on a "best efforts"
basis, which means that there is no guarantee that any minimum amount will be sold. The Shares are being offered and sold by On4
Communications, Inc., a Delaware Corporation ("ONCI" or the "Company"). There are 450,000,000 Shares being
offered at a price of $.0024 per Share with a minimum purchase of 500,000 shares per investor. The Shares are being offered on
a best efforts basis to an unlimited number of accredited investors and an unlimited number of non-accredited investors only by
the Company. The maximum aggregate amount of the Shares offered is $1,080,000.00 (the "Maximum Offering"). There is no
minimum number of Shares that needs to be sold in order for funds to be released to the Company and for this Offering to close. The Shares are being offered pursuant
to Regulation A of Section 3(b) of the Securities Act of 1933, as amended, for Tier 1 offerings. The Shares will only be issued
to purchasers who satisfy the requirements set forth in Regulation A. The offering is expected to expire on the first of: (i)
all of the Shares offered are sold; or (ii) the close of business 90 days from the date of qualification by the Commission, unless
sooner terminated or extended by the Company's CEO. Funds will be promptly refunded
without interest, for sales that are not consummated. Upon closing under the terms as set out in this Offering Circular, funds
will be immediately transferred to the Company where they will be available for use in the operations of the Company's business
in a manner consistent with the "USE OF PROCEEDS TO ISSUER" in this Offering Circular. THIS OFFERING
CIRCULAR DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS CONCERNING THE COMPANY OTHER THAN THOSE CONTAINED
IN THIS OFFERING CIRCULAR, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON. PROSPECTIVE
INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS OFFERING CIRCULAR, OR OF ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY
OR ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, AS INVESTMENT, LEGAL, FINANCIAL OR TAX ADVICE. BEFORE INVESTING IN THIS OFFERING,
PLEASE REVIEW ALL DOCUMENTS CAREFULLY, ASK ANY QUESTIONS OF THE COMPANY'S MANAGEMENT THAT YOU WOULD LIKE ANSWERED AND CONSULT
YOUR OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL ADVISORS
AS TO LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THIS INVESTMENT. NASAA
UNIFORM LEGEND FOR RESIDENTS
OF ALL STATES: THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD
NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN A PARTICULAR STATE. IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS
OR SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE HEREBY ADVISED TO CONTACT THE COMPANY. THE SECURITIES DESCRIBED IN THIS
OFFERING CIRCULAR HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS (COMMONLY CALLED 'BLUE SKY' LAWS). IN MAKING
AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS
OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES
COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY
OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. NOTICE TO
FOREIGN INVESTORS IF THE
PURCHASER LIVES OUTSIDE THE UNITED STATES, IT IS THE PURCHASER'S RESPONSIBILITY TO FULLY OBSERVE THE LAWS OF ANY RELEVANT TERRITORY
OR JURISDICTION OUTSIDE THE UNITED STATES IN CONNECTION WITH ANY PURCHASE OF THE SECURITIES, INCLUDING OBTAINING REQUIRED GOVERNMENTAL
OR OTHER CONSENTS OR OBSERVING ANY OTHER REQUIRED LEGAL OR OTHER FORMALITIES. THE COMPANY RESERVES THE RIGHT TO DENY THE PURCHASE
OF THE SECURITIES BY ANY FOREIGN PURCHASER. Forward
Looking Statement Disclosure This Form
1-A, Offering Circular, and any documents incorporated by reference herein or therein contain forward-looking statements and are
subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts or current
conditions included in this Form 1-A, Offering Circular, and any documents incorporated by reference are forward-looking statements.
Forward-looking statements give the Company's current reasonable expectations and projections relating to its financial condition,
results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the
fact that they do not relate strictly to historical or current facts. These statements may include words such as 'anticipate,'
'estimate,' 'expect,' 'project,' 'plan,' 'intend,' 'believe,' 'may,' 'should,' 'can have,' 'likely' and other words and terms
of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other
events. The forward-looking statements contained in this Form 1-A, Offering Circular, and any documents incorporated by reference
herein or therein are based on reasonable assumptions the Company has made in light of its industry experience, perceptions of
historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances.
As you read and consider this Form 1-A, Offering Circular, and any documents incorporated by reference, you should understand
that these statements are not guarantees of performance or results. They involve risks, uncertainties (many of which are beyond
the Company's control) and assumptions. Although the Company believes that these forward-looking statements are based on reasonable
assumptions, you should be aware that many factors could affect its actual operating and financial performance and cause its performance
to differ materially from the performance anticipated in the forward-looking statements. Should one or more of these risks or
uncertainties materialize, or should any of these assumptions prove incorrect or change, the Company's actual operating and financial
performance may vary in material respects from the performance projected in these forward- looking statements. Any forward-looking
statement made by the Company in this Form 1-A, Offering Circular or any documents incorporated by reference herein speaks only
as of the date of this Form 1-A, Offering Circular or any documents incorporated by reference herein. Factors or events that could
cause our actual operating and financial performance to differ may emerge from time to time, and it is not possible for the Company
to predict all of them. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new
information, future developments or otherwise, except as may be required by law. About This
Form 1-A and Offering Circular In making
an investment decision, you should rely only on the information contained in this Form 1-A and Offering Circular. The Company
has not authorized anyone to provide you with information different from that contained in this Form 1-A and Offering Circular.
We are offering to sell, and seeking offers to buy the Shares only in jurisdictions where offers and sales are permitted. You
should assume that the information contained in this Form 1-A and Offering Circular is accurate only as of the date of this Form
1-A and Offering Circular, regardless of the time of delivery of this Form 1-A and Offering Circular. Our business, financial
condition, results of operations, and prospects may have changed since that date. Statements contained herein as to the content
of any agreements or other documents are summaries and, therefore, are necessarily selective and incomplete and are qualified
in their entirety by the actual agreements or other documents. The Company will provide the opportunity to ask questions of and
receive answers from the Company's management concerning terms and conditions of the Offering, the Company or any other relevant
matters and any additional reasonable information to any prospective investor prior to the consummation of the sale of the Shares.
This Form 1-A and Offering Circular do not purport to contain all of the information that may be required to evaluate the Offering
and any recipient hereof should conduct its own independent analysis. The statements of the Company contained herein are based
on information believed to be reliable. No warranty can be made as to the accuracy of such information or that circumstances have
not changed since the date of this Form 1-A and Offering Circular. The Company does not expect to update or otherwise revise this
Form 1-A, Offering Circular or other materials supplied herewith. The delivery of this Form 1-A and Offering Circular at any time
does not imply that the information contained herein is correct as of any time subsequent to the date of this Form 1-A and Offering
Circular. This Form 1-A and Offering Circular are submitted in connection with the Offering described herein and may not be reproduced
or used for any other purpose. TABLE OF
CONTENTS OFFERING
SUMMARY, PERKS AND RISK FACTORS OFFERING
SUMMARY The following summary is qualified
in its entirety by the more detailed information appearing elsewhere in this Offering Circular and/or incorporated by reference
in this Offering Circular. For full offering details, please (1) thoroughly review this Form 1-A filed with the Securities and
Exchange Commission (2) thoroughly review this Offering Circular and (3) thoroughly review any attached documents to or documents
referenced in, this Form 1-A and Offering Circular. The Offering (1) The Company has also authorized
30,000,000 shares of Class A Preferred Stock, of which all 30,000,000 shares are issued to the Company’s CEO, Steve Berman.
Each share of Class A Preferred Stock is entitled to 5000 votes, giving Mr. Berman voting control of the Company. No Preferred
Stock is being sold in this Offering. (2) The total number of Shares
of Common Stock assumes that the maximum number of Shares are sold in this offering. The Company may not be able to
sell the Maximum Offering Amount. The Company will conduct one or more closings on a rolling basis as funds are received from
investors. The net proceeds of the Offering
will be the gross proceeds of the Shares sold minus the expenses of the offering. Our common stock is quoted on OTCMarkets.com
under trading symbol “ONCI.” We are not listed on any stock exchange, and our ability to list our stock in the future
is uncertain. Investors should not assume that the Offered Shares will be listed. A consistent public trading market for the shares
may not develop. Investment
Analysis There is no assurance On4 Communications,
Inc. will be profitable, or that management's opinion of the Company’s future prospects will not be outweighed in the by
unanticipated losses, adverse regulatory developments and other risks. Investors should carefully consider the various risk factors
below before investing in the Shares. RISK FACTORS The purchase of the Company's Common
Stock involves substantial risks. You should carefully consider the following risk factors in addition to any other risks associated
with this investment. The Shares offered by the Company constitute a highly speculative investment and you should be in an economic
position to lose your entire investment. The risks listed do not necessarily comprise all those associated with an investment
in the Shares and are not set out in any particular order of priority. Additional risks and uncertainties may also have an adverse
effect on the Company's business and your investment in the Shares. An investment in the Company may not be suitable for all recipients
of this Offering Circular. You are advised to consult an independent professional adviser or attorney who specializes in investments
of this kind before making any decision to invest. You should consider carefully whether an investment in the Company is suitable
in the light of your personal circumstances and the financial resources available to you. The discussions and information
in this Offering Circular may contain both historical and forward- looking statements. To the extent that the Offering Circular
contains forward-looking statements regarding the financial condition, operating results, business prospects, or any other aspect
of the Company's business, please be advised that the Company's actual financial condition, operating results, and business performance
may differ materially from that projected or estimated by the Company in forward-looking statements. The Company has attempted
to identify, in context, certain of the factors it currently believes may cause actual future experience and results may differ
from the Company's current expectations. Before investing, you should carefully
read and carefully consider the following risk factors: Risks
Relating to the Company and Its Business The Company Has Limited Operating
History The Company has a limited operating
history and has suffered losses and there can be no assurance that the Company's proposed plan of business can be realized in
the manner contemplated and, if it cannot be, shareholders may lose all or a substantial part of their investment. There is no
guarantee that it will continue to generate significant operating revenues or that its operations will be profitable. The Company Is Dependent
Upon Its Management, Key Personnel and Consultants to Execute the Business Plan The Company's success is heavily
dependent upon the continued active participation of the Company's current executive officers as well as other key personnel and
consultants. Loss of the services of one or more of these individuals could have a material adverse effect upon the Company's
business, financial condition or results of operations. Further, the Company's success and achievement of the Company's growth
plans depend on the Company's ability to recruit, hire, train and retain other highly qualified technical and managerial personnel.
Competition for qualified employees among companies in the healthy living, healthcare and online industries is intense, and the
loss of any of such persons, or an inability to attract, retain and motivate any additional highly skilled employees required
for the expansion of the Company's activities, could have a materially adverse effect on it. The inability to attract and retain
the necessary personnel, consultants and advisors could have a material adverse effect on the Company's business, financial condition
or results of operations. Although Dependent Upon Certain
Key Personnel, The Company Does Not Have Any Key Man Life Insurance Policies On Any Such People The Company is dependent upon management
in order to conduct its operations and execute its business plan; however, the Company has not purchased any insurance policies
with respect to those individuals in the event of their death or disability. Therefore, should any of these key personnel, management
or founders die or become disabled, the Company will not receive any compensation that would assist with such person's absence.
The loss of such person could negatively affect the Company and its operations. The Company Is Subject To
Income Taxes As Well As Non-Income Based Taxes, Such As Payroll, Sales, Use, Value-Added, Net Worth, Property And Goods And Services
Taxes. Significant judgment is required
in determining our provision for income taxes and other tax liabilities. In the ordinary course of our business, there are many
transactions and calculations where the ultimate tax determination is uncertain. Although the Company believes that our tax estimates
will be reasonable: (i) there is no assurance that the final determination of tax audits or tax disputes will not be different
from what is reflected in our income tax provisions, expense amounts for non-income based taxes and accruals and (ii) any material
differences could have an adverse effect on our consolidated financial position and results of operations in the period or periods
for which determination is made. The Company Is Not Subject
To Sarbanes-Oxley Regulations And Lacks The Financial Controls And Safeguards Required Of Public Companies. The Company does not have the internal
infrastructure necessary, and is not required, to complete an attestation about our financial controls that would be required
under Section 404 of the Sarbanes-Oxley Act of 2002. There can be no assurances that there are no significant deficiencies or
material weaknesses in the quality of our financial controls. The Company expects to incur additional expenses and diversion of
management's time if and when it becomes necessary to perform the system and process evaluation, testing and remediation required
in order to comply with the management certification and auditor attestation requirements. The Company Has Engaged In
Certain Transactions With Related Persons. Please see the section of this
Offering Circular entitled "Interest of Management and Others in Certain Related-Party Transactions and Agreements" Changes In Employment Laws
Or Regulation Could Harm The Company's Performance. Various federal and state labor
laws govern the Company's relationship with our employees and affect operating costs. These laws may include minimum wage requirements,
overtime pay, healthcare reform and the implementation of various federal and state healthcare laws, unemployment tax rates, workers'
compensation rates, citizenship requirements, union membership and sales taxes. A number of factors could adversely affect our
operating results, including additional government-imposed increases in minimum wages, overtime pay, paid leaves of absence and
mandated health benefits, mandated training for employees, changing regulations from the National Labor Relations Board and increased
employee litigation including claims relating to the Fair Labor Standards Act. The Company's Bank Accounts
Will Not Be Fully Insured The Company's regular bank accounts
each have federal insurance that is limited to a certain amount of coverage. It is anticipated that the account balances in each
account may exceed those limits at times. In the event that any of Company's banks should fail, the Company may not be able to
recover all amounts deposited in these bank accounts. The Company's Business Plan
Is Speculative The Company's present business
and planned business are speculative and subject to numerous risks and uncertainties. There is no assurance that the Company will
continue to generate significant revenues or profits. The Company Will Likely Incur
Debt The Company has incurred debt and
expects to incur future debt in order to fund operations. Complying with obligations under such indebtedness may have a material
adverse effect on the Company and on your investment. The Company's Expenses Could
Increase Without a Corresponding Increase in Revenues The Company's operating and other
expenses could increase without a corresponding increase in revenues, which could have a material adverse effect on the Company's
consolidated financial results and on your investment. Factors which could increase operating and other expenses include, but
are not limited to (1) increases in the rate of inflation, (2) increases in taxes and other statutory charges, (3) changes in
laws, regulations or government policies which increase the costs of compliance with such laws, regulations or policies, (4) significant
increases in insurance premiums, and (5) increases in borrowing costs. The Company Will Be Reliant
On Key Suppliers The Company intends to enter into
agreements with key suppliers and will be reliant on positive and continuing relationships with such suppliers. Termination of
those agreements, variations in their terms or the failure of a key supplier to comply with its obligations under these agreements
(including if a key supplier were to become insolvent) could have a material adverse effect on the Company's consolidated financial
results and on your investment. Increased Costs Could Affect
The Company An increase in the cost of raw
materials or energy could affect the Company's profitability. Commodity and other price changes may result in unexpected increases
in the cost of raw materials, glass bottles and other packaging materials used by the Company. The Company may also be adversely
affected by shortages of raw materials or packaging materials. In addition, energy cost increases could result in higher transportation,
freight and other operating costs. The Company may not be able to increase its prices to offset these increased costs without
suffering reduced volume, sales and operating profit, and this could have an adverse effect on your investment. Inability to Maintain and
Enhance Product Image It is important that the Company
maintains and enhances the image of its existing and new products. The image and reputation of the Company's products may be impacted
for various reasons including litigation, complaints from regulatory bodies resulting from quality failure, illness or other health
concerns. Such concerns, even when unsubstantiated, could be harmful to the Company's image and the reputation of its products.
From time to time, the Company may receive complaints from customers regarding products purchased from the Company. The Company
may in the future receive correspondence from customers requesting reimbursement. Certain dissatisfied customers may threaten
legal action against the Company if no reimbursement is made. The Company may become subject to product liability lawsuits from
customers alleging injury because of a purported defect in products or sold by the Company, claiming substantial damages and demanding
payments from the Company. The Company is in the chain of title when it manufactures, supplies or distributes products, and therefore
is subject to the risk of being held legally responsible for them. These claims may not be covered by the Company's insurance
policies. Any resulting litigation could be costly for the Company, divert management attention, and could result in increased
costs of doing business, or otherwise have a material adverse effect on the Company's business, results of operations, and financial
condition. Any negative publicity generated as a result of customer complaints about the Company's products could damage the Company's
reputation and diminish the value of the Company's brand, which could have a material adverse effect on the Company's business,
results of operations, and financial condition, as well as your investment. Deterioration in the Company's brand equity (brand
image, reputation and product quality) may have a material adverse effect on its consolidated financial results as well as your
investment. If We Are Unable To Protect
Effectively Our Intellectual Property, We May Not Be Able To Operate Our Business, Which Would Impair Our Ability To Compete Our success will depend on our
ability to obtain and maintain meaningful intellectual property protection for any such intellectual property. The names and/or
logos of Company brands (whether owned by the Company or licensed to us) may be challenged by holders of trademarks who file opposition
notices, or otherwise contest trademark applications by the Company for its brands. Similarly, domains owned and used by the Company
may be challenged by others who contest the ability of the Company to use the domain name or URL. Such challenges could have a
material adverse effect on the Company's consolidated financial results as well as your investment. Computer, Website or Information
System Breakdown Could Affect The Company's Business Computer, website and/or information
system breakdowns as well as cyber security attacks could impair the Company's ability to service its customers leading to reduced
revenue from sales and/or reputational damage, which could have a material adverse effect on the Company's consolidated financial
results as well as your investment. Changes In The Economy Could
Have a Detrimental Impact On The Company Changes in the general economic
climate could have a detrimental impact on consumer expenditure and therefore on the Company's revenue. It is possible that recessionary
pressures and other economic factors (such as declining incomes, future potential rising interest rates, higher unemployment and
tax increases) may adversely affect customers' confidence and willingness to spend. Any of such events or occurrences could have
a material adverse effect on the Company's consolidated financial results and on your investment. The Amount Of Capital The
Company Is Attempting To Raise In This Offering Is Not Enough To Sustain The Company's Current Business Plan In order to achieve the Company's
near and long-term goals, the Company will need to procure funds in addition to the amount raised in the Offering. There is no
guarantee the Company will be able to raise such funds on acceptable terms or at all. If we are not able to raise sufficient capital
in the future, we will not be able to execute our business plan, our continued operations will be in jeopardy and we may be forced
to cease operations and sell or otherwise transfer all or substantially all of our remaining assets, which could cause you to
lose all or a portion of your investment. Additional Financing May
Be Necessary For The Implementation Of Our Growth Strategy The Company may require additional
debt and/or equity financing to pursue our growth and business strategies. These include, but are not limited to enhancing our
operating infrastructure and otherwise respond to competitive pressures. Given our limited operating history and existing losses,
there can be no assurance that additional financing will be available, or, if available, that the terms will be acceptable to
us. Lack of additional funding could force us to curtail substantially our growth plans. Furthermore, the issuance by us of any
additional securities pursuant to any future fundraising activities undertaken by us would dilute the ownership of existing shareholders
and may reduce the price of our Shares. Our Employees, Executive
Officers, Directors And Insider Shareholders Beneficially Own Or Control A Substantial Portion Of Our Outstanding Shares Our employees, executive officers,
directors and insider shareholders beneficially own or control a substantial portion of our outstanding type of stock, which may
limit your ability and the ability of our other shareholders, whether acting alone or together, to propose or direct the management
or overall direction of our Company. Additionally, this concentration of ownership could discourage or prevent a potential takeover
of our Company that might otherwise result in an investor receiving a premium over the market price for his Shares. The majority
of our currently outstanding Shares of stock is beneficially owned and controlled by a group of insiders, including our employees,
directors, executive officers and inside shareholders. Accordingly, our employees, directors, executive officers and insider shareholders
may have the power to control the election of our directors and the approval of actions for which the approval of our shareholders
is required. If you acquire our Shares, you will have no effective voice in the management of our Company. Such concentrated control
of our Company may adversely affect the price of our Shares. Our principal shareholders may be able to control matters requiring
approval by our shareholders, including the election of directors, mergers or other business combinations. Such concentrated control
may also make it difficult for our shareholders to receive a premium for their Shares in the event that we merge with a third
party or enter into different transactions, which require shareholder approval. These provisions could also limit the price that
investors might be willing to pay in the future for our Shares. Our Operating Plan Relies
In Large Part Upon Assumptions And Analyses Developed By The Company. If These Assumptions Or Analyses Prove To Be Incorrect,
The Company's Actual Operating Results May Be Materially Different From Our Forecasted Results Whether actual operating results
and business developments will be consistent with the Company's expectations and assumptions as reflected in its forecast depends
on a number of factors, many of which are outside the Company's control, including, but not limited to: ·
whether the Company can obtain sufficient capital to sustain and grow its business ·
our ability to manage the Company's growth ·
whether the Company can manage relationships with key vendors and advertisers ·
demand for the Company's products and services ·
the timing and costs of new and existing marketing and promotional efforts ·
competition ·
the Company's ability to retain existing key management, to integrate recent hires and to attract, retain and motivate qualified
personnel ·
the overall strength and stability of domestic and international economies ·
consumer spending habits Unfavorable changes in any of these
or other factors, most of which are beyond the Company's control, could materially and adversely affect its business, consolidated
results of operations and consolidated financial condition. To Date, The Company Has
Had Operating Losses And May Not Be Initially Profitable For At Least The Foreseeable Future, And Cannot Accurately Predict When
It Might Become Profitable The Company has been operating
at a loss since the Company's inception, but has recently operated at a profit. The Company may not be able to generate significant
revenues in the future. In addition, the Company expects to incur substantial operating expenses in order to fund the expansion
of the Company's business. As a result, the Company expects to continue to experience substantial negative cash flow for at least
the foreseeable future and cannot predict when, or even if, the Company might become profitable. The Company May Be Unable
To Manage Their Growth Or Implement Their Expansion Strategy The Company may not be able to
expand the Company's product and service offerings, the Company's markets, or implement the other features of the Company's business
strategy at the rate or to the extent presently planned. The Company's projected growth will place a significant strain on the
Company's administrative, operational and financial resources. If the Company is unable to successfully manage the Company's future
growth, establish and continue to upgrade the Company's operating and financial control systems, recruit and hire necessary personnel
or effectively manage unexpected expansion difficulties, the Company's consolidated financial condition and consolidated results
of operations could be materially and adversely affected. The Company Relies Upon Trade
Secret Protection To Protect Its Intellectual Property; It May Be Difficult And Costly To Protect The Company's Proprietary Rights
And The Company May Not Be Able To Ensure Their Protection The Company currently relies on
trade secrets. While the Company uses reasonable efforts to protect these trade secrets, the Company cannot assure that its employees,
consultants, contractors or advisors will not, unintentionally or willfully, disclose the Company's trade secrets to competitors
or other third parties. In addition, courts outside the United States are sometimes less willing to protect trade secrets. Moreover,
the Company's competitors may independently develop equivalent knowledge, methods and know-how. If the Company is unable to defend
the Company's trade secrets from others use, or if the Company's competitors develop equivalent knowledge, it could have a material
adverse effect on the Company's business. Any infringement of the Company's proprietary rights could result in significant litigation
costs, and any failure to adequately protect the Company's proprietary rights could result in the Company's competitors offering
similar products, potentially resulting in loss of a competitive advantage and decreased revenue. Existing patent, copyright,
trademark and trade secret laws afford only limited protection. In addition, the laws of some foreign countries do not protect
the Company's proprietary rights to the same extent as do the laws of the United States. Therefore, the Company may not be able
to protect the Company's proprietary rights against unauthorized third-party use. Enforcing a claim that a third party illegally
obtained and is using the Company's trade secrets could be expensive and time consuming, and the outcome of such a claim is unpredictable.
Litigation may be necessary in the future to enforce the Company's intellectual property rights, to protect the Company's trade
secrets or to determine the validity and scope of the proprietary rights of others. This litigation could result in substantial
costs and diversion of resources and could materially adversely affect the Company's future operating results. The Company's Business Model
Is Evolving The Company's business model is
unproven and is likely to continue to evolve. Accordingly, the Company's current business model may not be successful and may
need to be changed. The Company's ability to generate significant revenues will depend, in large part, on the Company's ability
to successfully market the Company's products to potential users who may not be convinced of the need for the Company's products
and services or who may be reluctant to rely upon third parties to develop and provide these products. The Company intends to
continue to develop the Company's business model as the Company's market continues to evolve. The Company Needs to Increase
Brand Awareness Due to a variety of factors, the
Company's opportunity to achieve and maintain a significant market share may be limited. Developing and maintaining awareness
of the Company's brand name, among other factors, is critical. Further, the importance of brand recognition will increase as competition
in the Company's market increases. Successfully promoting and positioning the Company's brand, products and services will depend
largely on the effectiveness of the Company's marketing efforts. Therefore, the Company may need to increase the Company's financial
commitment to creating and maintaining brand awareness. If the Company fails to successfully promote the Company's brand name
or if the Company incurs significant expenses promoting and maintaining the Company's brand name, it would have a material adverse
effect on the Company's consolidated results of operations. The Company Faces Competition
In The Company's Markets From A Number Of Large And Small Companies, Some Of Which Have Greater Financial, Research And Development,
Production And Other Resources Than The Company In many cases, the Company's competitors
have longer operating histories, established ties to the market and consumers, greater brand awareness, and greater financial,
technical and marketing resources. The Company's ability to compete depends, in part, upon a number of factors outside the Company's
control, including the ability of the Company's competitors to develop alternatives that are superior. If the Company fails to
successfully compete in its markets, or if the Company incurs significant expenses in order to compete, it would have a material
adverse effect on the Company's consolidated results of operations. A Data Security Breach Could
Expose The Company To Liability And Protracted And Costly Litigation, And Could Adversely Affect The Company's Reputation And
Operating Revenues To the extent that the Company's
activities involve the storage and transmission of confidential information, the Company and/or third-party processors will receive,
transmit and store confidential customer and other information. Encryption software and the other technologies used to provide
security for storage, processing and transmission of confidential customer and other information may not be effective to protect
against data security breaches by third parties. The risk of unauthorized circumvention of such security measures has been heightened
by advances in computer capabilities and the increasing sophistication of hackers. Improper access to the Company's or these third
parties' systems or databases could result in the theft, publication, deletion or modification of confidential customer and other
information. A data security breach of the systems on which sensitive account information is stored could lead to fraudulent activity
involving the Company's products and services, reputational damage, and claims or regulatory actions against us. If the Company
is sued in connection with any data security breach, the Company could be involved in protracted and costly litigation. If unsuccessful
in defending that litigation, the Company might be forced to pay damages and/or change the Company's business practices or pricing
structure, any of which could have a material adverse effect on the Company's operating revenues and profitability. The Company
would also likely have to pay fines, penalties and/or other assessments imposed as a result of any data security breach. The Company Depends On Third-Party
Providers For A Reliable Internet Infrastructure And The Failure Of These Third Parties, Or The Internet In General, For Any Reason
Would Significantly Impair The Company's Ability To Conduct Its Business The Company will outsource some
or all of its online presence and data management to third parties who host the actual servers and provide power and security
in multiple data centers in each geographic location. These third-party facilities require uninterrupted access to the Internet.
If the operation of the servers is interrupted for any reason, including natural disaster, financial insolvency of a third-party
provider, or malicious electronic intrusion into the data center, its business would be significantly damaged. As has occurred
with many Internet-based businesses, the Company may be subject to 'denial-of-service' attacks in which unknown individuals bombard
its computer servers with requests for data, thereby degrading the servers' performance. The Company cannot be certain it will
be successful in quickly identifying and neutralizing these attacks. If either a third-party facility failed, or the Company's
ability to access the Internet was interfered with because of the failure of Internet equipment in general or if the Company becomes
subject to malicious attacks of computer intruders, its business and operating results will be materially adversely affected. The Company's Employees May
Engage In Misconduct Or Improper Activities The Company, like any business,
is exposed to the risk of employee fraud or other misconduct. Misconduct by employees could include intentional failures to comply
with laws or regulations, provide accurate information to regulators, comply with applicable standards, report financial information
or data accurately or disclose unauthorized activities to the Company. In particular, sales, marketing and business arrangements
are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive
practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion,
sales commission, customer incentive programs and other business arrangements. Employee misconduct could also involve improper
or illegal activities which could result in regulatory sanctions and serious harm to the Company's reputation. Limitation On Director Liability The Company may provide for the
indemnification of directors to the fullest extent permitted by law and, to the extent permitted by such law, eliminate or limit
the personal liability of directors to the Company and its shareholders for monetary damages for certain breaches of fiduciary
duty. Such indemnification may be available for liabilities arising in connection with this Offering. Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant
to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Risks
Relating to This Offering and Investment The Company May Undertake
Additional Equity or Debt Financing That May Dilute The Shares In This Offering The Company may undertake further
equity or debt financing, which may be dilutive to existing shareholders, including you, or result in an issuance of securities
whose rights, preferences and privileges are senior to those of existing shareholders, including you, and also reducing the value
of Shares subscribed for under this Offering. An Investment In The Shares
Is Speculative And There Can Be No Assurance Of Any Return On Any Such Investment An investment in the Company's
Shares is speculative, and there is no assurance that investors will obtain any return on their investment. Investors will be
subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment. The Shares Are Offered On
A "Best Efforts" Basis And The Company May Not Raise The Maximum Amount Being Offered Since the Company is offering the
Shares on a "best efforts" basis, there is no assurance that the Company will sell enough Shares to meet its capital
needs. If you purchase Shares in this Offering, you will do so without any assurance that the Company will raise enough money
to satisfy the full Use Of Proceeds To Issuer which the Company has outlined in this Offering Circular or to meet the Company's
working capital needs. If The Maximum Offering Is
Not Raised, It May Increase The Amount Of Long-Term Debt Or The Amount Of Additional Equity It Needs To Raise There is no assurance that the
maximum amount of Shares in this offering will be sold. If the maximum Offering amount is not sold, we may need to incur additional
debt or raise additional equity in order to finance our operations. Increasing the amount of debt will increase our debt service
obligations and make less cash available for distribution to our shareholders. Increasing the amount of additional equity that
we will have to seek in the future will further dilute those investors participating in this Offering. We Have Not Paid Dividends
In The Past And Do Not Expect To Pay Dividends In The Future, So Any Return On Investment May Be Limited To The Value Of Our Shares We have never paid cash dividends
on our Shares and do not anticipate paying cash dividends in the foreseeable future. The payment of dividends on our Shares will
depend on earnings, financial condition and other business and economic factors affecting it at such time that management may
consider relevant. If we do not pay dividends, our Shares may be less valuable because a return on your investment will only occur
if its stock price appreciates. The Company May Not Be Able
To Obtain Additional Financing Even if the Company is successful
in selling the maximum number of Shares in the Offering, the Company may require additional funds to continue and grow its business.
The Company may not be able to obtain additional financing as needed, on acceptable terms, or at all, which would force the Company
to delay its plans for growth and implementation of its strategy which could seriously harm its business, financial condition
and results of operations. If the Company needs additional funds, the Company may seek to obtain them primarily through additional
equity or debt financings. Those additional financings could result in dilution to the Company's current shareholders and to you
if you invest in this Offering. The Offering Price Has Been
Arbitrary Determined The offering price of the Shares
has been arbitrarily established by the Company based upon its present and anticipated financing needs and bears no relationship
to the Company's present financial condition, assets, book value, projected earnings, or any other generally accepted valuation
criteria. The offering price of the Shares may not be indicative of the value of the Shares or the Company, now or in the future. The Management Of The Company
Has Broad Discretion In Application of Proceeds The management of the Company has
broad discretion to adjust the application and allocation of the net proceeds of this offering in order to address changed circumstances
and opportunities. As a result of the foregoing, the success of the Company will be substantially dependent upon the discretion
and judgment of the management of the Company with respect to the application and allocation of the net proceeds hereof. An Investment in the Company's
Shares Could Result In A Loss of Your Entire Investment An investment in the Company's
Shares offered in this Offering involves a high degree of risk and you should not purchase the Shares if you cannot afford the
loss of your entire investment. You may not be able to liquidate your investment for any reason in the near future. There Is No Assurance The
Company Will Be Able To Pay Distributions To Shareholders While the Company may choose to
pay distributions at some point in the future to its shareholders, there can be no assurance that cash flow and profits will allow
such distributions to ever be made. There a Limited Public Trading
Market for the Company's Shares At present, the Company’s
common stock is quoted on OTCMarkets.com under the trading symbol “ONCI.” Our common stock experiences fluctuation
in volume and trading prices. There is no consistent and active trading market for the Company's securities and the Company cannot
assure that a consistent trading market will develop. OTCMarkets.com provides significantly less liquidity than a securities exchange
such as the NASDAQ Stock Market. Prices for securities traded solely on OTCMarkets.com may be difficult to obtain and holders
of the Shares and the Company's securities may be unable to resell their securities at or near their original price or at any
price. In any event, except to the extent that investors' Shares may be registered on a Form S-1 Registration Statement with the
Securities and Exchange Commission in the future, there is absolutely no assurance that Shares could be sold under Rule 144 or
otherwise. The Company has no plans at this time to file an S-1 Registration Statement and thus there is no assurance that the
Shares could be sold in the future. Sales Of A Substantial Number
Of Shares Of Our Type Of Stock May Cause The Price Of Our Type Of Stock To Decline If our shareholders sell substantial
amounts of our Shares in the public market, Shares sold may cause the price to decrease below the current offering price. These
sales may also make it more difficult for us to sell equity or equity-related securities at a time and price that we deem reasonable
or appropriate. The Company Has Made Assumptions
In Its Projections and In Forward-Looking Statements That May Not Be Accurate The discussions and information
in this Offering Circular may contain both historical and "forward- looking statements" which can be identified by the
use of forward-looking terminology including the terms "believes," "anticipates," "continues," "expects,"
"intends," "may," "will," "would," "should," or, in each case, their negative
or other variations or comparable terminology. You should not place undue reliance on forward-looking statements. These forward-looking
statements include matters that are not historical facts. Forward-looking statements involve risk and uncertainty because they
relate to future events and circumstances. Forward-looking statements contained in this Offering Circular, based on past trends
or activities, should not be taken as a representation that such trends or activities will continue in the future. To the extent
that the Offering Circular contains forward-looking statements regarding the financial condition, operating results, business
prospects, or any other aspect of the Company's business, please be advised that the Company's actual financial condition, operating
results, and business performance may differ materially from that projected or estimated by the Company. The Company has attempted
to identify, in context, certain of the factors it currently believes may cause actual future experience and results to differ
from its current expectations. The differences may be caused by a variety of factors, including but not limited to adverse economic
conditions, lack of market acceptance, reduction of consumer demand, unexpected costs and operating deficits, lower sales and
revenues than forecast, default on leases or other indebtedness, loss of suppliers, loss of supply, loss of distribution and service
contracts, price increases for capital, supplies and materials, inadequate capital, inability to raise capital or financing, failure
to obtain customers, loss of customers and failure to obtain new customers, the risk of litigation and administrative proceedings
involving the Company or its employees, loss of government licenses and permits or failure to obtain them, higher than anticipated
labor costs, the possible acquisition of new businesses or products that result in operating losses or that do not perform as
anticipated, resulting in unanticipated losses, the possible fluctuation and volatility of the Company's operating results and
financial condition, adverse publicity and news coverage, inability to carry out marketing and sales plans, loss of key executives,
changes in interest rates, inflationary factors, and other specific risks that may be referred to in this Offering Circular or
in other reports issued by us or by third-party publishers. You Should Be Aware Of The
Long-Term Nature Of This Investment Because the Shares have not been
registered under the Securities Act or under the securities laws of any state or non-United States jurisdiction, the Shares may
have certain transfer restrictions. It is not currently contemplated that registration under the Securities Act or other securities
laws will be effected. Limitations on the transfer of the Shares may also adversely affect the price that you might be able to
obtain for the Shares in a private sale. You should be aware of the long-term nature of your investment in the Company. You will
be required to represent that you are purchasing the Securities for your own account, for investment purposes and not with a view
to resale or distribution thereof. Neither The Offering Nor
The Securities Have Been Registered Under Federal Or State Securities Laws, Leading To An Absence Of Certain Regulation Applicable
To The Company The Company also has relied on
exemptions from securities registration requirements under applicable state and federal securities laws. Investors in the Company,
therefore, will not receive any of the benefits that such registration would otherwise provide. Prospective investors must therefore
assess the adequacy of disclosure and the fairness of the terms of this Offering on their own or in conjunction with their personal
advisors. The Shares In This Offering
Have No Protective Provisions. The Shares in this Offering have
no protective provisions. As such, you will not be afforded protection, by any provision of the Shares or as a Shareholder in
the event of a transaction that may adversely affect you, including a reorganization, restructuring, merger or other similar transaction
involving the Company. If there is a 'liquidation event' or 'change of control' the Shares being offered do not provide you with
any protection. In addition, there are no provisions attached to the Shares in the Offering that would permit you to require the
Company to repurchase the Shares in the event of a takeover, recapitalization or similar transaction. You Will Not Have Significant
Influence On The Management Of The Company Substantially all decisions with
respect to the management of the Company will be made exclusively by the officers, directors, managers or employees of the Company.
You will have a very limited ability, if at all, to vote on issues of Company management and will not have the right or power
to take part in the management of the Company and will not be represented on the board of directors or by managers of the Company.
Accordingly, no person should purchase Shares unless he or she is willing to entrust all aspects of management to the Company. No Guarantee of Return on
Investment There is no assurance that you
will realize a return on your investment or that you will not lose your entire investment. For this reason, you should read this
Form 1-A, Offering Circular and all exhibits and referenced materials carefully and should consult with your own attorney and
business advisor prior to making any investment decision. IN ADDITION TO THE RISKS LISTED
ABOVE, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY THE MANAGEMENT. IT IS NOT POSSIBLE TO FORESEE
ALL RISKS THAT MAY AFFECT THE COMPANY. MOREOVER, THE COMPANY CANNOT PREDICT WHETHER THE COMPANY WILL SUCCESSFULLY EFFECTUATE THE
COMPANY'S CURRENT BUSINESS PLAN. EACH PROSPECTIVE PURCHASER IS ENCOURAGED TO CAREFULLY ANALYZE THE RISKS AND MERITS OF AN INVESTMENT
IN THE SECURITIES AND SHOULD TAKE INTO CONSIDERATION WHEN MAKING SUCH ANALYSIS, AMONG OTHER FACTORS, THE RISK FACTORS DISCUSSED
ABOVE. DILUTION The term 'dilution' refers to the
reduction (as a percentage of the aggregate Shares outstanding) that occurs for any given share of stock when additional Shares
are issued. If all of the Shares in this offering are fully subscribed and sold, the Shares offered herein will constitute approximately
9% of the total Shares of stock of the Company. The Company anticipates that subsequent to this offering the Company may require
additional capital and such capital may take the form of Common Stock, other stock or securities or debt convertible into stock.
Such future fund raising will further dilute the percentage ownership of the Shares sold herein in the Company. If you invest in our Common Stock,
your interest will be diluted immediately to the extent of the difference between the offering price per share of our Common Stock
and the pro forma net tangible book value per share of our Common Stock after this offering. As of the date of this Offering,
the net tangible book value of the Company was approximately $3,388,091 based on the number of Shares of Common Stock 4,528,205,518
issued and outstanding. as of the date of this Offering Circular, that equates to a net tangible book value of approximately $0.00075
per share of Common Stock on a pro forma basis. Net tangible book value per share consists of shareholders' equity adjusted for
the retained earnings (deficit), divided by the total number of Shares of Common Stock outstanding. The pro forma net tangible
book value, assuming full subscription in this Offering, would be $0.0009 per share of Common Stock. Thus, if the Offering is fully
subscribed, the net tangible book value per share of Common Stock owned by our current shareholders will have immediately increased
by approximately $0.00015 without any additional investment on their part and the net tangible book value per Share for new investors
will be immediately diluted to $0.0009 per Share. These calculations do not include the costs of the offering, and such expenses
will cause further dilution. The following table illustrates
this per Share dilution: *Before deduction of offering expenses There is no material disparity
between the price of the Shares in this Offering and the effective cash cost to officers, directors, promoters and affiliated
persons for shares acquired by them in a transaction during the past year, or that they have a right to acquire. PLAN OF
DISTRIBUTION We are offering a Maximum Offering
of up to 450,000,000 in Shares of our Common Stock. This offering is being conducted on a best-efforts basis without any minimum
number 500,000 shares required to be sold. The Company will not initially
sell the Shares through commissioned broker-dealers. The Company will undertake one or more closings on a rolling basis as funds
are received from investors. The Company will take a number of considerations into account when determining when to hold a closing.
Such considerations will include the amount of funds raised in the Offering prior to such closing, the feedback received from
market participants regarding their interest in participating in the Offering and the impact that a closing would have on the
continuation of the Offering. The Company may terminate the offering at any time for any reason at its sole discretion, and may
extend the Offering past the termination date of 90 days from the date of qualification by the Commission in the absolute discretion
of the Company and in accordance with the rules and provisions of Regulation A of the JOBS Act. None of the Shares being sold in
this offering are being sold by existing securities holders. After the Offering Statement has
been qualified by the Securities and Exchange Commission (the "SEC"), the Company will accept tenders of funds to purchase
the Shares. No escrow agent is involved and the Company will receive the proceeds directly from any subscription. The Shares will be sold only to
a person who is not an accredited investor if the aggregate purchase price paid by such person is no more than 10% of the greater
of such person's annual income or net worth, not including the value of his primary residence, as calculated under Rule 501 of
Regulation D promulgated under Section 4(a)(2). Each accredited investor will complete a subscription agreement in order to invest. No broker-dealer registered with
the SEC and a member of the Financial Industry Regulatory Authority ("FINRA"), is being engaged as an underwriter or
for any other purpose in connection with this Offering. This offering will commence on
the qualification of this Offering Circular, as determined by the Securities and Exchange Commission and continue for a period
of 90 days. The Company may extend the Offering for an additional time period unless the Offering is completed or otherwise terminated
by us, or unless we are required to terminate by application of Regulation A of the JOBS Act. Funds received from investors will
be counted towards the Offering only if the form of payment, such as a check or wire transfer, clears the banking system and represents
immediately available funds held by us prior to the termination of the subscription period, or prior to the termination of the
extended subscription period if extended by the Company. If you decide to subscribe for
any Common Stock in this offering, you must deliver funds for acceptance or rejection. The minimum investment amount for a single
investor is 500,000 Shares of Common Stock in the principal amount of $1,200.00. All subscription checks should be sent to the
following address: On4 Communications, Inc. 1875 Century Park East, 6th
Floor In such case, subscription checks
should be made payable to On4 Communications, Inc. If a subscription is rejected, all funds will be returned to subscribers within
ten days of such rejection without deduction or interest. Upon acceptance by the Company of a subscription, a confirmation of
such acceptance will be sent to the investor. The Company maintains the right
to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions
will be returned by the Company to the investor, without interest or deductions. This is an offering made under
"Tier 1" of Regulation A, and the Shares will not be listed on a registered national securities exchange upon qualification.
The Shares will be sold only to a person who is not an accredited investor if the aggregate purchase price paid by such person
is no more than 10% of the greater of such person's annual income or net worth, not including the value of his primary residence,
as calculated under Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended. Each investor must represent in
writing that he/she/it meets the applicable requirements set forth above and in the Subscription Agreement, including, among other
things, that (i) he/she/it is purchasing the shares for his/her/its own account and (ii) he/she/it has such knowledge and experience
in financial and business matters that he/she/it is capable of evaluating without outside assistance the merits and risks of investing
in the shares, or he/she/it and his/her/its purchaser representative together have such knowledge and experience that they are
capable of evaluating the merits and risks of investing in the shares. Broker-dealers and other persons
participating in the offering must make a reasonable inquiry in order to verify an investor's suitability for an investment in
the Company. Transferees of the shares will be required to meet the above suitability standards. The shares may not be offered,
sold, transferred, or delivered, directly or indirectly, to any person who (i) is named on the list of "specially designated
nationals" or "blocked persons" maintained by the U.S. Office of Foreign Assets Control ("OFAC") at www.ustreas.gov/offices/enforcement/ofac/sdn
or as otherwise published from time to time, (ii) an agency of the government of a Sanctioned Country, (iii) an organization controlled
by a Sanctioned Country, or (iv) is a person residing in a Sanctioned Country, to the extent subject to a sanctions program administered
by OFAC. A "Sanctioned Country" means a country subject to a sanctions program identified on the list maintained by
OFAC and available at www.ustreas.gov/offices/enforcement/ofac/sdn or as otherwise published from time to time. Furthermore, the
shares may not be offered, sold, transferred, or delivered, directly or indirectly, to any person who (i) has more than fifteen
percent (15%) of its assets in Sanctioned Countries or (ii) derives more than fifteen percent (15%) of its operating income from
investments in, or transactions with, sanctioned persons or Sanctioned Countries. The sale of other securities of
the same class as those to be offered for the period of distribution will be limited and restricted to those sold through this
Offering. Because the Shares being sold are not publicly or otherwise traded, the market for the securities offered is presently
stabilized. USE OF PROCEEDS
TO ISSUER The Use of Proceeds is an estimate
based on the Company's current business plan. We may find it necessary or advisable to reallocate portions of the net proceeds
reserved for one category to another, or to add additional categories, and we will have broad discretion in doing so. The maximum gross proceeds from
the sale of the Shares in this Offering are $1,080,000.00. The net proceeds from the offering, assuming it is fully subscribed,
are expected to be approximately $1,055,000.00 after the payment of offering costs, but before printing, mailing, marketing, legal
and accounting costs, and other compliance and professional fees that may be incurred. The estimate of the budget for offering
costs is an estimate only and the actual offering costs may differ from those expected by management. Management of the Company has wide
latitude and discretion in the use of proceeds from this Offering. Ultimately, management of the Company intends to use a substantial
portion of the net proceeds for general working capital. At present, management's best estimate of the use of proceeds, at various
funding milestones, is set out in the chart below. However, potential investors should note that this chart contains only the
best estimates of the Company's management based upon information available to them at the present time, and that the actual use
of proceeds is likely to vary from this chart based upon circumstances as they exist in the future, various needs of the Company
at different times in the future, and the discretion of the Company's management at all times. A portion of the proceeds from
this Offering may be used to compensate or otherwise make payments to officers or directors of the issuer. The officers and directors
of the Company may be paid salaries and receive benefits that are commensurate with similar companies, and a portion of the proceeds
may be used to pay these ongoing business expenses. USE OF PROCEEDS The Company reserves the right
to change the use of proceeds set out herein based on the needs of the ongoing business of the Company and the discretion of the
Company's management. The Company may reallocate the estimated use of proceeds among the various categories or for other uses
if management deems such a reallocation to be appropriate. MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION You should read the following
discussion and analysis of our financial condition and results of our operations together with our financial statements and related
notes appearing at the end of this Offering Circular. This discussion contains forward-looking statements reflecting our current
expectations that involve risks and uncertainties. Actual results and the timing of events may differ materially from those contained
in these forward-looking statements due to a number of factors, including those discussed in the section entitled "Risk Factors"
and elsewhere in this Offering Circular. Forward-looking
Statements This section contains certain statements
that may include "forward-looking statements". These forward-looking statements are often identified by the use of forward-looking
terminology such as "believes," "expects," "anticipate," "optimistic," "intend,"
"will" or other similar expressions. The Company's actual results could differ materially from those anticipated in
these forward-looking statements as a result of a variety of factors, including those discussed in the Company's periodic reports
that are filed with OTCMarkets and available on its website at http://www.otcmarkets.com. All forward-looking statements
attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other
than as required under applicable securities laws, the Company does not assume a duty to update these forward-looking statements. Description
of Business On4 Communications, Inc. (“We’
or the “Company” or “ONCI”) was originally incorporated on June 4, 2001 under the laws of the State of
Delaware as Sound Revolution Inc. Our common stock is quoted on the Pink Sheets Quotation system under the symbol "ONCI.PK". On March 12, 2009, Sound Revolution
Inc. entered into a merger agreement with On4 Communications, Inc., a private Arizona company incorporated on June 5, 2006 (“On4”).
On May 1, 2009 we completed the merger with On4, with Sound Revolutions Inc as the surviving entity. On October 2, 2009 the Company
then changed its name to On4 Communications, Inc. On April 29, 2010, we sold certain
specific assets to On4 Communications Inc.(a private Canadian company) and to a 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 March 16, 2011, we sold our
interest in the Sound Revolution business to Empire Success, LLC in exchange for $15,000 and 6,300 shares of Empire’s common
stock. On November 3, 2011, we entered
into a binding letter of intent (“LOI”) to acquire 100% of the issued and outstanding shares of NetCents Systems Ltd.
(“NetCents”), a private Alberta corporation engaged in the development and implementation of a then unique and secure
electronic payment system for online merchants and consumers. The LOI provided for a period of due diligence which was intended
to lead to a formal agreement whereby the Company would acquire 100% of the issued and outstanding capital of NetCents. Clayton
Moore, an officer and director of our Company until March 5, 2015, and Ryan Madson, an officer of our Company until January 2,
2015, were shareholders of NetCents and Mr. Moore was the president and director of Net Cents. On November 4, 2011, Clayton Moore
was appointed as a director, president and chief executive officer of our Company, Steven Allmen was appointed a director, Ryan
Madson was appointed chief operating officer, Tom Locke was appointed as a director, chief financial officer, secretary and treasurer,
and John Kaczmarowski was appointed chief technical officer. On December 15, 2011, we entered
into a share exchange agreement with NetCents and the selling shareholders of NetCents (“Share Exchange Agreement”).
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. However, this transaction never in fact
closed and on November 12, 2014 the Company announced that the proposed merger agreement between On4 Communications, Inc. and
NetCents Systems Ltd. had been officially rescinded. Effective July 23, 2012, Tom Locke resigned as chief financial officer, secretary,
treasurer and as a director of our Company. By March 5, 2015 there was a total
change in management with the resignations of Mr. Steve Allmen, Mr. Ryan Madson and Mr. Clayton Moore, and the appointment of
on March 5, 2015, of Mr. Timothy J. Owens as the Company's President, Chief Executive Officer, Chief Financial Officer, Treasurer,
and Director of the Company and the appointment on March 16, 2015 of Mr. Steve Dallas as the Company’s Secretary and Director.
With this management change, the Company also changed its business model to finance the production, marketing and distribution
of QwickMed (emergency medical kits) to non-profit organizations. On June 4, 2015 the Company filed
with the State of Delaware to increase its authorized capital to 5,030,000,000 shares, comprising 5,000,000,000 common shares
of $ 0.0001 par value each and 30,000,000 preferred stock of no par value. On September 28, 2015 the QwickMed
license originally granted to the Company on March 5, 2015 was cancelled. On October 5, 2015, Timothy Owens resigned as Director,
CEO, President and Treasurer and Steve Dallas resigned as Director and Secretary. On October 9, 2015 Giorgio Johnson
was appointed Director and acting CEO. The prior QwickMed business plan was abandoned and a new business plan was to be developed
focused on the production of selective Apps and related platforms. However, on March 9, 2016 Giorgio Johnson resigned as an Officer
and Director of the Company. The Company’s previous business plan, under Mr. Johnson’s direction, was then abandoned
without additional cost to the Company. On March 9, 2016 Mr. Steve Berman
was appointed Chief Executive Officer and Director of the Company. With his appointment, the Company began to aggressively pursue
other business opportunities to produce a profitable business model going forward. On November 4, 2016 the Company
acquired a 49% equity/ownership stake in Family Mobil Safety (“FMS”) Marketing, the distributor of a safe driving
App. Under terms of the deal, FMS and their global distribution network of the drive safe app remains fully operational and continues
as a standalone brand following the close of the acquisition. The FMS safe driving app is intended to do a number of things to
keep attention on the road while you're driving and not on your smart phone. As soon as the FMS app detects that the vehicles
wheels are in motion the App will be programmed to automatically shut down all voice and social media for safe, distraction-free
driving. On December 9, 2016 the Company
acquired a Forty-Nine Percent (49%) Joint-Venture equity/ownership stake in Digital Media Management & Consulting
(“DMCC”) a fast-rising digital signage privately-held company headquartered in New York, NY. The DMCC platform supports
advanced implementation of electronic sell-through and content advertising supported networks. On
September 1, 2017 the Company acquired, from the Company’s CEO, the remaining 51% share of
the FMS Safe Driving App. business and IP. The acquisition price was $2 million, payable in cash, convertible promissory note
and/or in stock. The cash portion is expected to be financed against the Company’s accounts receivable. On
September 7, 2017, the Company entered into a Settlement Agreement with Livingston Asset Management LLC, a Florida limited liability
company (“LAM”), pursuant to which the Company agreed to issue certain common stock to LAM, in tranches, as necessary,
in exchange for the settlement of certain past-due obligations and accounts payable of the Company acquired by LAM (the “LAM
Assigned Accounts”). Such past-due obligations and accounts payable contained in the Settlement Amount covered approximately
$1.6 million of the Company’s obligations, which LAM had settled with the Company’s creditors at an overall discount
of approximately 45%, resulting in a net settlement of approximately $ 886,000. On
September 26, 2017, the Circuit Court of Baltimore County, Maryland (the “Court”), entered an Order Granting Approval
Of Settlement Agreement And Stipulation (the “LAM Order”) approving, among other things, the fairness of the terms
and conditions of an exchange of the Company’s common stock to settle the LAM Acquired Accounts, pursuant to Section 3(a)(10)
of the Securities Act of 1933, as amended (the “Securities Act”), in the matter entitled Livingston Asset Management
LLC v. On4 Communications, Inc. (the “LAM Action”). The LAM Order provided for the full and final settlement of
the LAM Action. The Settlement Agreement became effective and binding upon the Company and LAM upon execution of the LAM Order
by the Court on September 26, 2017. Pursuant
to the terms of the Settlement Agreement approved under the LAM Order, the Company agreed to issue to LAM shares (the “LAM
Settlement Shares”) of the Company’s common stock, $0.0001 par value (the “Common Stock”) at a forty five
percent (45%) discount. The Settlement Agreement provided that the LAM Settlement Shares could be issued in one or more tranches,
as necessary, sufficient to satisfy the LAM Settlement Agreement through the issuance of freely trading securities, exempt from
registration, issued pursuant to Section 3(a)(10) of the Securities Act. A total of 610 million common shares were
issued in various tranches by the Company, which LAM realized total proceeds, net of direct selling costs, of approximately $1.61
million, at an overall average sales price of $ 0.002641 per share. LAM retained 45% of these net proceeds ($ 724,893) as its
administrative, legal and handling fees, and the balance of $885,980was used in settlement with outstanding creditors participating
in the program. On November 7, 2017 the Board of
Directors approved a Plan of Conversion whereby it is the Company’s intent (“On4-Delaware”) to convert its present
domicile in the state of Delaware to a new corporation with the same name to domiciled and incorporated in the state of Colorado
(“On4-Colorado”). Each of the On4-Delaware present common and Series “A” preferred shares would to be
converted into an equal number (1 for 1 ) of fully paid shares in those same stock classes of On4-Colorado. In accordance with
this Plan, On4 Communications, Inc.(“On4-Colorado”) was duly incorporated in the state of Colorado on December 15,
2017 with the same number of authorized shares, being of 5 billion common shares and 30 million “Series A” preferred
shares. Also on December 15,2017 Hexagon Holdings Corporation (“HHC”) was incorporated in Colorado with an authorized
share capital of 4 billion common shares and 20 million Series “A” preferred shares of $0.0001 par value each. The
HHC Series “A” preferred shares are entitled to receive a preferential dividend of 10% annually and each preferred
share is entitled to 200 votes per preferred share, together with the right to convert each one Series “A” preferred
share to 200 common shares. The Plan anticipates that all of the issued and outstanding stock of the new On4 Communications, Inc.
Colorado would be exchanged for an equal number (1 for 1) of shares and class in Hexagon Holdings Corporation (except that Steve
Berman has indicated his intention to surrender to Treasury 1.4 billion of the common shares that he holds). Concurrently, Hexagon
Holdings Corporation intends to apply to FINRA for a new symbol and CUSIP number, and it is planned for Hexagon Holdings Corporation
to become the successor operating business going forward after FINRA approval has been received. At the date of this filing however,
none of the above plan has been implemented, such that the Company’s domicile remains with Delaware at this point. During the 12 months ended October
31, 2018 the Company invested a total of $1,045,000 towards the purchase price of $ 2.6 million to acquire CogoSense Technology,Inc.,
a Canadian company, which has developed and is selling its FleetSafer App – an enterprise software solution for smart
phones and tablets that detects the driving state of an entire on-the-road vehicle fleet and automatically places those devices
into “safe mode” while driving occurs, to prevent distractions. CogoSense has also developed an individual consumer
version called bSafeMobile and the bFoundMobile App which is a fleet vehicle tracking system to monitor vehicle
locations at any time. On September 14, 2018 the Company
announced that it has signed a letter of intent to purchase 75% of a craft Cannabis company called Sifthouse BC for a total consideration
of $ 1 million contingent upon Sifthouse BC obtaining a license to distribute Cannabis related product in Canada. Sifthouse
is a craft Cannabis company and a new business based in Vancouver. Their plan is to grow highly profitable, specialty blends of
cannabis. Terms of financing are being worked out. The Company’s investment commitment to date is $100,000. Results of Operations Year Ended October 31, 2018
Compared to Year Ended October 31, 2017 Net Revenues For the years ended October 31,
2018 and 2017, our business had total sales of $4,551,116 and $1,679,105, respectively. For twelve months ended October 31, 2018,
revenues increased by 171% or $ 2,872,011 due to a substantial increase in new customers and new sales contracts Gross Profits For the years ended October 31,
2018 and 2017, our business had total gross profits of $3,400,227 and $1,194,874 respectively. For the twelve months ended October
31, 2018 gross profits increased by $2,205,353, primarily due to the increase in revenues offset costs of sales and commissions. Management Compensation For the years ended October 31,
2018 and 2017, our business had management compensation of $195,000 and $120,000, respectively. Corporate Advisory Fees For the years ended October 31,
2018 and 2017, our corporate advisory fee expenses was $0 and $185,000 , respectively. Legal and Accounting Costs For the years ended October 31,
2018 and 2017, our business had legal and accounting expenses of $162,688 and $69,205, respectively. General and Administrative Expenses For the years ended October 31,
2018 and 2017, our business had general and administrative expenses of $588,749 and $124,448, respectively. For the twelve months
ended October 31, 2018 general and administrative expenses increased by $ 464,301 primarily due to higher salary and travel costs. Liquidity and Capital Resources Net cash from operating activities
for the years ended October 31, 2018, and October 31, 2017 was $ 268,491 and $5,334, respectively, net of changes in operating
assets and liabilities. The increase was primarily due to higher operating income. Net cash used in investing activities
for the years ended October 31, 2018, and October 31, 2017 was ($1,145,000) and ($2,000,000), respectively. The decrease was primarily
due to a reduction in investing activity Net cash provided in financing
activities for the years ended October 31, 2018, and October 31, 2017 was $ 949,473 and $ 2,038,987, respectively. The change
was primarily due a lower amount provided by related party.. For the year ended October 31,
2018 the Company recorded net income of $ 1,619,050 and provided $ 268,491 of cash in operating activities. For the year ended
October 31, 2017, the Company recorded net income of $542,418 and provided $5,334 of cash in operating activities. As of October 31, 2018, the Company
had $ 117,285 in cash to fund its operations. While the Company believes its current cash balance, coupled with the collection
of accounts receivable, may be sufficient to allow the Company to fund its planned operating activities for the next twelve months,
the Company plans to raise additional equity capital through the issuance of up to 450,000 common shares through this Offering . Off-Balance Sheet Arrangements We do not have any off-balance
sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is
material to investors. Critical Accounting Policies We have identified the policies
outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended
to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction
is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment
in their application. The impact and any associated risks related to these policies on our business operations is discussed throughout
Management's Discussion and Analysis of Financial Condition and Results of Operation where such policies affect our reported and
expected financial results. Note that our preparation of the consolidated financial statements requires us to make estimates and
assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the
date of our consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. There
can be no assurance that actual results will not differ from those estimates. Income taxes are one such critical
accounting policy. Income taxes are recorded on an accrual basis of accounting based on tax positions taken or expected to be
taken in a tax return. A tax position is defined as a position in a previously filed tax return or a position expected to be taken
in a future tax filing that is reflected in measuring current or deferred income tax assets and liabilities. Tax positions are
recognized only when it is more likely than not (i.e., likelihood of greater than 50%), based on technical merits, that the position
would be sustained upon examination by taxing authorities. Tax positions that meet the more likely than not threshold are measured
using a probability-weighted approach as the largest amount of tax benefit that is greater than 50% likely of being realized upon
settlement. Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax
assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements
or tax returns. A valuation allowance is established to reduce deferred tax assets if all or some portion, of such assets will
more than likely not be realized. Should they occur, our policy is to classify interest and penalties related to tax positions
as income tax expense. Since our inception, no such interest or penalties have been incurred. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES Basis of Presentation Our financial statements are prepared
in accordance with accounting principles generally accepted in the United States (“GAAP”). In connection with the
preparation of the financial statements, we are required to make assumptions and estimates about future events that affect the
reported amounts of assets, liabilities, revenue, expenses and the related disclosures. We base our assumption and estimate on
historical experience and other factors that management believes are relevant at the time our financial statements are prepared.
On a periodic basis, management reviews the accounting policies, assumptions and estimates to ensure that our financial statements
are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty,
actual results could differ from the estimates and assumptions, and such differences could be material. Use of Estimates The preparation of the unaudited
condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the
reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Certain
of our estimates, including evaluating the collectability of accounts receivable, could be affected by external conditions, including
those unique to our industry, and general economic conditions. It is possible that these external factors could have an effect
on our estimates that could cause actual results to differ from our estimates. In the opinion of management, the condensed financial
statements included herein contain all adjustments necessary to present fairly the Company’s financial position and the
results of its operations and cash flows for the periods presented. Such adjustments are of a normal recurring nature. Cash The Company considers all highly
liquid investments with original maturities of three months or less to be cash equivalents. At times, the Company’s cash
balances may exceed the current insured amounts under the Federal Deposit Insurance Corporation. There were no accounts that exceeded
federally insured limits at October 31, 2018 and October 31, 2017. Accounts Receivable Accounts receivable are carried
at their estimated collectible amounts. Trade accounts receivable are periodically evaluated for collectability based on past
credit history with customers and their current financial condition Impairment of Long-Lived Assets
The Company’s long-lived
assets (consisting primarily of the fixed assets) are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison
of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset. If the carrying
amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which
the carrying amount of the asset exceeds the fair value of the asset. Through October 31, 2018,
the Company had not experienced impairment losses on its long-lived assets. Fixed Assets Fixed assets are stated at cost
less accumulated depreciation and amortization. Routine maintenance and repairs and minor replacement costs are charged to expense
as incurred, while expenditures that extend the life of these assets are capitalized. Depreciation and amortization are provided
for in amounts sufficient to write off the cost of depreciable assets to operations over their estimated service lives. The Company
uses the straight-line method of depreciation method for both financial reporting and tax purposes. Upon the sale or retirement
of property and equipment, the cost and related accumulated depreciation and amortization will be removed from the accounts and
the resulting profit or loss will be reflected in the statement of income. At October 31 2018 and 2017, all fixed assets were
fully depreciated. Revenue Recognition The Company recognizes revenue
in accordance with ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria must be met before revenue can be recognized:
(1) persuasive evidence of an arrangement exists; (2) delivery of product has met the criteria established in the arrangement
or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured. This occurs when the
services are completed in accordance with the contracts we have with clients. In connection with our products and services arrangements,
when we are paid in advance, these amounts are classified as deferred revenue and recognized as revenue in the period the services
were performed. Deferred Revenue Prepayments from customers before
the period in which service is delivered are recorded as deferred revenue. Fair Value Measurements The Company adopted the provisions
of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting
pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. ASC 820 defines fair value as the
exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous
market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also
establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in
active markets for identical assets or liabilities Level 2 — quoted prices for
similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are
unobservable (for example cash flow modeling inputs based on assumptions) The fair value of the Company’s
current assets and current liabilities approximate their carrying values due to their short-term nature. Income Taxes We record a provision for income
taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this
method, we recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between
the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred
tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which
those tax assets and liabilities are expected to be realized or settled. We record a valuation allowance to reduce our deferred
tax assets to the net amount that we believe is more likely than not to be realized. We recognize tax benefits from
uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination
by the taxing authorities based on the technical merits of the position. Although we believe that we have adequately reserved
for our uncertain tax positions, we can provide no assurance that the final tax outcome of these matters will not be materially
different. We make adjustments to these reserves when facts and circumstances change, such as the closing of a tax audit or the
refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such
differences will affect the provision for income taxes in the period in which such determination is made and could have a material
impact on our financial condition and operating results. Recent Accounting
Pronouncements In August 2017, the FASB issued
ASU No. 2017-15, Statement of Cash Flows (Topic 230). This standard addresses the classification of eight specific cash
flow issues with the objective of reducing the existing diversity in practice. ASU 2017-15 will be effective for fiscal years
beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. We are
currently evaluating the impact of this new guidance on our consolidated financial statements. Additional Company Matters The
Company has not filed for bankruptcy protection nor has it ever been involved in receivership or similar proceedings. Legal
Proceedings On December 15,2016 LG Capital
Funding, LLC(“LG”) ,one of the Company's convertible note holders, commenced an action against the Company claiming
that it had been prevented from converting a remaining principal balance of $ 1,500 and accrued interest thereon of$ 1,013 into
common shares of the Company at the then contracted 50% discount to market stock price. LG additionally claimed $45,239 in compensatory
damages and $ 11,344 in legal fees and costs. The Company filed a motion to vacate the alleged default, which in turn was challenged
by LG. A judgement in favor of LG for $ 54,543 was issued by the Eastern District Court of New York on September 25,2018. However,
this order was appealed by the Company on October 12,2018, with a further continuance to November 14,2018. Settlement of this
matter is therefore subject to further discussion and negotiation between the parties. The Company is not presently
involved in any other legal proceedings material to the business or financial condition of the Company. The Company does not anticipate
any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary
course of business, in the next 12 months. DIRECTORS,
EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES As of November 14, 2018, the On4
Communications, Inc. had 6 full-time employees, who were not an executive officer of the Company. The directors and executive officers
of the Company as of November 14, 2018 are as follows: Steve Berman, President, CEO,
Treasurer, Secretary, Director Mr. Steve Berman is
a native of New York with more than 30 years of sales success and executive leadership experience and a successful entrepreneur,
having founded several companies and serving in the CEO role. He has been instrumental in capital financings for several public
and private companies, including but not limited to start-ups and pre revenue businesses. Most recently, Mr. Berman co-founded
3DMC, a premier digital multimedia company, and served as CEO of Stealth Sports and Marketing, a consulting firm specializing
in marketing and multimedia solutions to professional sports teams. Prior to working with
3DMC and Stealth Sports and Marketing, Mr. Berman held the position of Senior Vice Present at YES Network, the number one regional
sports network. Throughout his career, Mr. Berman has developed key relationships in the top 10 markets and was responsible for
developing the adverting platform for YES, which ultimately resulted in significant sales increases for the Network. Prior to that, Mr.
Berman served as Senior Vice President of Time Warner Cable NY, where he successfully grew the company's advertising sales from$
11 million to more than$ 100 million, and increased national sales by 200%, resulting in Time Warner Cable NY being the number
one billing cable company in the U.S. In joining On4Communications, Inc. Mr. Berman's focus, subject to being successful in raising
new capital, intends to be to lead several initiatives to build long-term shareholder value through the development of new sales
and revenue opportunities. Alan Bailey, CFO From 1975 through 2009 Alan was
a Senior Financial Executive with Paramount Pictures, including being its Senior Vice President and Treasurer. In this capacity,
he was responsible for Paramount’s global cash and financial management, including working and closing deals with investors
seeking to invest in Paramount’s motion pictures etc. as well as internal audit, disaster recovery, foreign currency management
and deal and tax structuring. Currently, Alan acts as a “virtual”
CFO to a number of publicly traded companies primarily engaged in aspects of the motion picture and television industry, and he
is fully familiar with SEC reporting (10K’s and 10Q’s etc), reverse mergers and acquisitions, OTC Pink Sheet alternative
reporting, preparation of business plans, financial accounting and reporting, S- 1’s, Regulation D (504) and Regulation
A filings, business modelling and financial budgeting. In his film festival career, Alan is the founder/owner and Executive Producer
of the Movieville International Film Festival. He has also co-produced the Action
on Film Festival, the Asian American International Film Festival and HopeFest, a Christian themed film festival. Alan is a CPA
and a Fellow of the Institute of UK Chartered Accountants and is an alumni of public accounting firms Ernst & Young and Grant
Thornton. COMPENSATION
OF DIRECTORS AND EXECUTIVE OFFICERS The directors of On4 Communications,
Inc. are, at present, not compensated by the Company for their roles as directors. For the three present directors, only expenses
are reimbursed for their participation on the board of directors. The Company may choose to compensate the present directors in
the future, as well as compensate future directors, in the Company's discretion. Executive
Compensation During the years ended October
31, 2017, October 31, 2018, On4 Communications, Inc. paid the following annualized salaries to its executive officers: Employment Agreements The Company entered into an Employment
Agreement with Mr. Berman as of March 9, 2016 which provides compensation to Mr. Berman at the rate of $10,000 per month and which
grants Mr. Berman the right to acquire up to 50,000,000 shares of the Company’s restricted common shares at a price of $0.0001
per share, plus the grant of 70,000,000 stock options exercisable at the rate of 2,500,000 common shares per calendar quarter
over 7 years at a price equal to the lowest daily trading price in the previous quarter. Through July 31, 2017 he was also entitled
to receive a profit incentive bonus by way of sales commissions equal to 25% of the value of all new executed contracts, net of
any payments to outside services, derived by the Company from such new contracts. Mr. Berman voluntarily agreed to reduce his
commission rate commencing August 1, 2017 to 12.5%. The Company has the right to terminate Mr. Berman’s Employment Agreement
at any time upon payment of 6 months salary payable in 16 monthly installments following termination. Stock Incentive Plan In the future, we may establish
a management stock incentive plan pursuant to which stock options and awards may be authorized and granted to our directors, executive
officers, employees and key employees or consultants. Details of such a plan, should one be established, have not been decided
yet. Stock options or a significant equity ownership position in us may be utilized by us in the future to attract one or more
new key senior executives to manage and facilitate our growth. Board of Directors Our board of directors currently
consists of three directors. None of our directors is "independent" as defined in Rule 4200 of FINRA's listing standards.
We may appoint additional independent directors to our board of directors in the future, particularly to serve on committees should
they be established. Committees of the Board of Directors We may establish an audit committee,
compensation committee, a nominating and governance committee and other committees to our Board of Directors in the future, but
have not done so as of the date of this Offering Circular. Until such committees are established, matters that would otherwise
be addressed by such committees will be acted upon by the Board of Directors. Director Compensation We currently do not pay our directors
any compensation for their services as board members, with the exception of reimbursing and board related expenses. In the future,
we may compensate directors, particularly those who are not also employees and who act as independent board members, on either
a per meeting or fixed compensation basis. Limitation of Liability and
Indemnification of Officers and Directors Our Bylaws limit the liability
of directors and officers of the Company to the maximum extent permitted by Delaware law. The Bylaws state that the Company shall
indemnify and hold harmless each person who was or is a party or is threatened to be made a party to, or is otherwise involved
in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that such person is or was a director or an officer of the Company or such director or officer is or was
serving at the request of the Company as a director, officer, partner, member, manager, trustee, employee or agent of another
company or of a partnership, limited liability company, joint venture, trust or other enterprise. The Company believes that indemnification
under our Bylaws covers at least negligence and gross negligence on the part of indemnified parties. The Company also may secure
insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in connection
with their services to us, regardless of whether our Bylaws permit such indemnification. The Company may also enter into
separate indemnification agreements with its directors and officers, in addition to the indemnification provided for in our Bylaws.
These agreements, among other things, may provide that we will indemnify our directors and officers for certain expenses (including
attorneys' fees), judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding
arising out of such person's services as one of our directors or officers, or rendering services at our request, to any of its
subsidiaries or any other company or enterprise. We believe that these provisions and agreements are necessary to attract and
retain qualified persons as directors and officers. There is no pending litigation
or proceeding involving any of our directors or officers as to which indemnification is required or permitted, and we are not
aware of any threatened litigation or proceeding that may result in a claim for indemnification. For additional information on indemnification
and limitations on liability of our directors and officers, please review the Company's Bylaws, which are attached to this Offering
Circular. SECURITY
OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS The following table sets forth
information regarding beneficial ownership of our Common Stock as of November 14, 2018. None of our Officers or Directors are
selling stock in this Offering. Beneficial ownership and percentage
ownership are determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment
power with respect to Shares of stock. This information does not necessarily indicate beneficial ownership for any other purpose. Unless otherwise indicated and
subject to applicable community property laws, to our knowledge, each Shareholder named in the following table possesses sole
voting and investment power over their Shares of Common Stock. Percentage of beneficial ownership before the offering is based
on 4,528,205,518 Shares of Common Stock outstanding as of November 14, 2018. INTEREST
OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS SECURITIES
BEING OFFERED The Company is offering Shares
of its Common Stock. Except as otherwise required by law, the Company's Articles of Incorporation or Bylaws, each Shareholder
shall be entitled to one vote for each Share held by such Shareholder on the record date of any vote of Shareholders of the Company.
The Shares of Common Stock, when issued, will be fully paid and non-assessable. Since it is anticipated that at
least for the next 12 months the majority of the Company's voting power will be held by Management through Mr. Berman’s
ownership of 30,000,000 shares of Series A Preferred stock, (each of which is entitled to 5000 votes) and 1,445,422,212 shares
of Common Stock, the holders of Common Stock issued pursuant to this Offering Circular should not expect to be able to influence
any decisions by management of the Company through the voting power of such Common Stock. The Company does not expect to
create any additional classes of Common Stock during the next 12 months, but the Company is not limited from creating additional
classes which may have preferred dividend, voting and/or liquidation rights or other benefits not available to holders of its
common stock. The Company does not expect to
declare dividends for holders of Common Stock in the foreseeable future. Dividends will be declared, if at all (and subject to
rights of holders of additional classes of securities, if any), in the discretion of the Company's Board of Directors. Dividends,
if ever declared, may be paid in cash, in property, or in shares of the capital stock of the Company, subject to the provisions
of law, the Company's Bylaws and the Certificate of Incorporation. Before payment of any dividend, there may be set aside out
of any funds of the Company available for dividends such sums as the Board of Directors, in its absolute discretion, deems proper
as a reserve for working capital, to meet contingencies, for equalizing dividends, for repairing or maintaining any property of
the Company, or for such other purposes as the Board of Directors shall deem in the best interests of the Company. The minimum subscription that will
be accepted from an investor is One Thousand, Two Hundred Dollars ($1,200.00) for the purchase of Five Hundred Thousand
(500,000) Shares (the 'Minimum Subscription'). A subscription for One Thousand
Two Hundred Dollars ($1,200.00) or more in the Shares may be made only by tendering to the Company the executed Subscription Agreement
(electronically or in writing) delivered with the subscription price in a form acceptable to the Company, via check, wire, credit
or debit card, or ACH. The execution and tender of the documents required, as detailed in the materials, constitutes a binding
offer to purchase the number of Shares stipulated therein and an agreement to hold the offer open until the Expiration Date or
until the offer is accepted or rejected by the Company, whichever occurs first. The Company reserves the unqualified
discretionary right to reject any subscription for Shares, in whole or in part. If the Company rejects any offer to subscribe
for the Shares, it will return the subscription payment, without interest or reduction. The Company's acceptance of your subscription
will be effective when an authorized representative of the Company issues you written or electronic notification that the subscription
was accepted. There are no liquidation rights,
preemptive rights, conversion rights, redemption provisions, sinking fund provisions, impacts on classification of the Board of
Directors where cumulative voting is permitted or required related to the Common Stock, provisions discriminating against any
existing or prospective holder of the Common Stock as a result of such Shareholder owning a substantial amount of securities,
or rights of Shareholders that may be modified otherwise than by a vote of a majority or more of the shares outstanding, voting
as a class defined in any corporate document as of the date of filing. The Common Stock will not be subject to further calls or
assessment by the Company. There are no restrictions on alienability of the Common Stock in the corporate documents other than
those disclosed in this Offering Circular. The Company has engaged Pacific Stock Transfer to serve as the transfer agent and registrant
for the Shares. For additional information regarding the Shares, please review the Company's Bylaws, which are attached to this
Offering Circular. DISQUALIFYING
EVENTS DISCLOSURE Recent changes to Regulation A
promulgated under the Securities Act prohibit an issuer from claiming an exemption from registration of its securities under such
rule if the issuer, any of its predecessors, any affiliated issuer, any director, executive officer, other officer participating
in the offering of the interests, general partner or managing member of the issuer, any beneficial owner of 20% or more of the
voting power of the issuer's outstanding voting equity securities, any promoter connected with the issuer in any capacity as of
the date hereof, any investment manager of the issuer, any person that has been or will be paid (directly or indirectly) remuneration
for solicitation of purchasers in connection with such sale of the issuer's interests, any general partner or managing member
of any such investment manager or solicitor, or any director, executive officer or other officer participating in the offering
of any such investment manager or solicitor or general partner or managing member of such investment manager or solicitor has
been subject to certain "Disqualifying Events" described in Rule 506(d)(1) of Regulation D subsequent to September 23,
2013, subject to certain limited exceptions. The Company is required to exercise reasonable care in conducting an inquiry to determine
whether any such persons have been subject to such Disqualifying Events and is required to disclose any Disqualifying Events that
occurred prior to September 23, 2013 to investors in the Company. The Company believes that it has exercised reasonable care in
conducting an inquiry into Disqualifying Events by the foregoing persons and is aware of the no such Disqualifying Events. It is possible that (a) Disqualifying
Events may exist of which the Company is not aware and (b) the SEC, a court or other finder of fact may determine that the steps
that the Company has taken to conduct its inquiry were inadequate and did not constitute reasonable care. If such a finding were
made, the Company may lose its ability to rely upon exemptions under Regulation A, and, depending on the circumstances, may be
required to register the Offering of the Company's Common Stock with the SEC and under applicable state securities laws or to
conduct a rescission offer with respect to the securities sold in the Offering. ERISA CONSIDERATIONS Trustees and other fiduciaries
of qualified retirement plans or IRAs that are set up as part of a plan sponsored and maintained by an employer, as well as trustees
and fiduciaries of Keogh Plans under which employees, in addition to self-employed individuals, are participants (together, "ERISA
Plans"), are governed by the fiduciary responsibility provisions of Title 1 of the Employee Retirement Income Security Act
of 1974 ("ERISA"). An investment in the Shares by an ERISA Plan must be made in accordance with the general obligation
of fiduciaries under ERISA to discharge their duties (i) for the exclusive purpose of providing benefits to participants and their
beneficiaries; (ii) with the same standard of care that would be exercised by a prudent man familiar with such matters acting
under similar circumstances; (iii) in such a manner as to diversify the investments of the plan, unless it is clearly prudent
not do so; and (iv) in accordance with the documents establishing the plan. Fiduciaries considering an investment in the Shares
should accordingly consult their own legal advisors if they have any concern as to whether the investment would be inconsistent
with any of these criteria. Fiduciaries of certain ERISA Plans
which provide for individual accounts (for example, those which qualify under Section 401(k) of the Code, Keogh Plans and IRAs)
and which permit a beneficiary to exercise independent control over the assets in his individual account, will not be liable for
any investment loss or for any breach of the prudence or diversification obligations which results from the exercise of such control
by the beneficiary, nor will the beneficiary be deemed to be a fiduciary subject to the general fiduciary obligations merely by
virtue of his exercise of such control. On October 13, 1992, the Department of Labor issued regulations establishing criteria
for determining whether the extent of a beneficiary's independent control over the assets in his account is adequate to relieve
the ERISA Plan's fiduciaries of their obligations with respect to an investment directed by the beneficiary. Under the regulations,
the beneficiary must not only exercise actual, independent control in directing the particular investment transaction, but also
the ERISA Plan must give the participant or beneficiary a reasonable opportunity to exercise such control, and must permit him
to choose among a broad range of investment alternatives. Trustees and other fiduciaries
making the investment decision for any qualified retirement plan, IRA or Keogh Plan (or beneficiaries exercising control over
their individual accounts) should also consider the application of the prohibited transactions provisions of ERISA and the Code
in making their investment decision. Sales and certain other transactions between a qualified retirement plan, IRA or Keogh Plan
and certain persons related to it (e.g., a plan sponsor, fiduciary, or service provider) are prohibited transactions.
The particular facts concerning the sponsorship, operations and other investments of a qualified retirement plan, IRA or Keogh
Plan may cause a wide range of persons to be treated as parties in interest or disqualified persons with respect to it. Any fiduciary,
participant or beneficiary considering an investment in Shares by a qualified retirement plan IRA or Keogh Plan should examine
the individual circumstances of that plan to determine that the investment will not be a prohibited transaction. Fiduciaries,
participants or beneficiaries considering an investment in the Shares should consult their own legal advisors if they have any
concern as to whether the investment would be a prohibited transaction. Regulations issued on November
13, 1986, by the Department of Labor (the "Final Plan Assets Regulations") provide that when an ERISA Plan or any other
plan covered by Code Section 4975 (e.g., an IRA or a Keogh Plan which covers only self-employed persons) makes an investment
in an equity interest of an entity that is neither a "publicly offered security" nor a security issued by an investment
company registered under the Investment Company Act of 1940, the underlying assets of the entity in which the investment is made
could be treated as assets of the investing plan (referred to in ERISA as "plan assets"). Programs which are deemed
to be operating companies or which do not issue more than 25% of their equity interests to ERISA Plans are exempt from being designated
as holding "plan assets." Management anticipates that we would clearly be characterized as an "operating"
for the purposes of the regulations, and that it would therefore not be deemed to be holding "plan assets." Classification of our assets of
as "plan assets" could adversely affect both the plan fiduciary and management. The term "fiduciary" is defined
generally to include any person who exercises any authority or control over the management or disposition of plan assets. Thus,
classification of our assets as plan assets could make the management a "fiduciary" of an investing plan. If our assets
are deemed to be plan assets of investor plans, transactions which may occur in the course of its operations may constitute violations
by the management of fiduciary duties under ERISA. Violation of fiduciary duties by management could result in liability not only
for management but also for the trustee or other fiduciary of an investing ERISA Plan. In addition, if our assets are classified
as "plan assets," certain transactions that we might enter into in the ordinary course of our business might constitute
"prohibited transactions" under ERISA and the Code. Under Code Section 408(i), as amended
by the Tax Reform Act of 1986, IRA trustees must report the fair market value of investments to IRA holders by January 31 of each
year. The Service has not yet promulgated regulations defining appropriate methods for the determination of fair market value
for this purpose. In addition, the assets of an ERISA Plan or Keogh Plan must be valued at their "current value" as
of the close of the plan's fiscal year in order to comply with certain reporting obligations under ERISA and the Code. For purposes
of such requirements, "current value" means fair market value where available. Otherwise, current value means the fair
value as determined in good faith under the terms of the plan by a trustee or other named fiduciary, assuming an orderly liquidation
at the time of the determination. We do not have an obligation under ERISA or the Code with respect to such reports or valuation
although management will use good faith efforts to assist fiduciaries with their valuation reports. There can be no assurance,
however, that any value so established (i) could or will actually be realized by the IRA, ERISA Plan or Keogh Plan upon sale of
the Shares or upon liquidation of us, or (ii) will comply with the ERISA or Code requirements. The income earned by a qualified
pension, profit sharing or stock bonus plan (collectively, "Qualified Plan") and by an individual retirement account
("IRA") is generally exempt from taxation. However, if a Qualified Plan or IRA earns "unrelated business taxable
income" ("UBTI"), this income will be subject to tax to the extent it exceeds $1,000 during any fiscal year. The
amount of unrelated business taxable income in excess of $1,000 in any fiscal year will be taxed at rates up to 36%. In addition,
such unrelated business taxable income may result in a tax preference, which may be subject to the alternative minimum tax. It
is anticipated that income and gain from an investment in the Shares will not be taxed as UBTI to tax exempt shareholders, because
they are participating only as passive financing sources. INVESTOR
ELIGIBILITY STANDARDS The Shares will be sold only to
a person who is not an accredited investor if the aggregate purchase price paid by such person is no more than 10% of the greater
of such person's annual income or net worth, not including the value of his primary residence, as calculated under Rule 501 of
Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended. In the case of sales to fiduciary accounts
(Keogh Plans, Individual Retirement Accounts (IRAs) and Qualified Pension/Profit Sharing Plans or Trusts), the above suitability
standards must be met by the fiduciary account, the beneficiary of the fiduciary account, or by the donor who directly or indirectly
supplies the funds for the purchase of Shares. Investor suitability standards in certain states may be higher than those described
in this Offering Circular. These standards represent minimum suitability requirements for prospective investors, and the satisfaction
of such standards does not necessarily mean that an investment in the Company is suitable for such persons. Each investor must represent in
writing that he/she meets the applicable requirements set forth above and in the Subscription Agreement, including, among other
things, that (i) he/she is purchasing the Shares for his/her own account and (ii) he/she has such knowledge and experience in
financial and business matters that he/she is capable of evaluating without outside assistance the merits and risks of investing
in the Shares, or he/she and his/her purchaser representative together have such knowledge and experience that they are capable
of evaluating the merits and risks of investing in the Shares. Transferees of Shares will be required to meet the above suitability
standards. SIGNATURES Pursuant to the requirements of
Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Los Angeles, California, on January __, 2019. On4 Communications, Inc. By: /s/ Steve Berman January __, 2019 This offering statement has been
signed by the following persons in the capacities and on the dates indicated. By: /s/ Alan Bailey January ___, 2019 The undersigned hereby authenticate,
acknowledge and otherwise adopt the typed signatures above and as otherwise appear in this filing and Offering. By: /S/ Chief Executive Officer and Director January ___, 2019 SECTION
F/S FINANCIAL
STATEMENTS Item 4.
Exhibits INDEX
TO EXHIBITS SIGNATURES Pursuant
to the requirements of Regulation A, the issuer has duly caused this special financial report on Form 1-A to be signed on its
behalf by the undersigned, thereunto duly authorized, in Los Angeles, California on January ___, 2019. ON4 COMMUNICATIONS,
INC. By: /s/ Steve Berman Chief Executive Officer and
Director Pursuant
to the requirements of Regulation A, this report has been signed below by the following persons on behalf of the issuer in the
capacities and on the dates indicated. Signature By: /s/ Steve Berman Chief Executive Officer and
Director February 19, 2019 PART
III: EXHIBITS 2
3
4
OFFERING
SUMMARY, PERKS AND RISK FACTORS
5
OFFERING
SUMMARY
6
PERKS
6
The Offering
6
Investment
Analysis
6
RISK FACTORS
7
DILUTION
16
PLAN OF
DISTRIBUTION
17
USE OF
PROCEEDS TO ISSUER
19
DESCRIPTION
OF BUSINESS
20
DESCRIPTION
OF PROPERTY
20
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
20
Results
of Operations
22
Liquidity
and Capital Resources
23
Plan of
Operations
23
Trend Information
23
Off-Balance
Sheet Arrangements
23
Critical
Accounting Policies
24
Revenue
Recognition
25
Additional
Company Matters
26
DIRECTORS,
EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
27
COMPENSATION
OF DIRECTORS AND EXECUTIVE OFFICERS
28
SECURITY
OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS
29
INTEREST
OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
30
SECURITIES
BEING OFFERED
30
DISQUALIFYING
EVENTS DISCLOSURE
31
ERISA CONSIDERATIONS
31
INVESTOR
ELIGIBILITY STANDARDS
32
SIGNATURES
33
ACKNOWLEDGMENT
ADOPTING TYPED SIGNATURES
33
SECTION
F/S FINANCIAL STATEMENTS
33
5
Type of Stock Offering:
Common Stock
Price Per Share:
$0.0024
Minimum Investment:
$1,200.00 per investor (500,000 Shares of Common
Stock)
Maximum Offering:
$1,080,000.00. The Company will not accept investments
greater than the Maximum Offering amount.
Maximum Shares Offered:
450,000,000 Shares of Common Stock
Use of Proceeds:
See the description in section entitled "USE
OF PROCEEDS TO ISSUER" on page 32
herein.
Voting Rights:
The Shares have full voting rights.
Length of Offering:
Shares will be offered on a continuous basis
until either (1) the maximum number of Shares or sold; (2) 90 days from the date of qualification by the Commission, (3) if
Company in its sole discretion extends the offering beyond 90 days from the date of qualification by the Commission, or (4)
the Company in its sole discretion withdraws this Offering.
Common Stock Outstanding
(1)
4,528,205,518
Shares
Common Stock in this Offering
450,000,000 Shares
Stock to be outstanding after the offering (2)
4,978,205,518 Shares
6 7 8 9 10 11 12 13 14 15
16
Offering
price per Share*
$0.0024
Net
Tangible Book Value per Share before Offering (based on 4,528,205,518 Shares)
$0.00075
Increase
in Net Tangible Book Value per Share Attributable to Shares Offered Hereby (based on 450,000,000 Shares)
$0.00015
Net
Tangible Book Value per Share after Offering (based on 4,978,205,518 Shares)
$0.0009
Dilution
of Net Tangible Book Value per Share to Purchasers in this Offering
($0.0015)
17
Los Angeles, CA 90067 18
$100,000
$250,000
$500,000
$750,000
$1,080,000
Working Capital
$100,000
$250,000
$400,000
$500,000
$500,000
Acquisition
Capital
$100,000
$250,000
$580,000
TOTAL
$100,000
$250,000
$500,000
$750,000
$1,080,000 19 20 21
22 23 24 25 26 27
Steve Berman, CEO
2018
$195,000.00
2017
$120,000.00
Alan J. Bailey, CFO
2018
$11,350
2017
$5,000 28
Name
and Position
Shares
Beneficially Owned Prior to Offering
Shares
Beneficially Owned After Offering
Steve Berman
1,445,422,212
Common Shares
1,445,422,212
Common Shares
CEO, President,
Director
30,000,000 Series
A Preferred Shares
30,000,000
Series A Preferred Shares
Alan Bailey
0 Common Shares
0 Common Shares
CFO
29 30 31 32
Chief Executive Officer and Director
Chief Financial Officer
ACKNOWLEDGEMENT ADOPTING TYPED SIGNATURES
Steve Berman 33
Description
Item
Exhibit
Articles
of Incorporation
Item
17.2
1A-2A
Bylaws
Item
17.2
1A-2B
Material
Contracts
Item
17.6
1A-6
Legal
Opinion of Matheau J. W. Stout
Item
17.12
1A-12
On4 Communications, Inc.
February 19, 2019
On4 Communications, Inc. 34
Matheau J. W. Stout, Esq.
Attorney At Law
400 East Pratt Street | Tel (410) 429-7076 |
8th Floor | Fax (888) 907-1740 |
Baltimore, Maryland 21202 | www.otclawyers.com |
February 19, 2019
Steve Berman
Chief Executive Officer
On4 Communications, Inc.
1875 Century Park East, 6th Floor
Los Angeles, CA 90067
Re: Offering Statement on Form 1-A (the "Offering Statement")
Mr. Berman:
I have acted as counsel to On4 Communications, Inc. (the "Company") in connection with its filing with the Securities and Exchange Commission of an Offering Statement on Form 1-A (the “Offering Statement”), pursuant to Regulation A of the Securities Act of 1933, as amended (the “Act”). The Offering Statement relates to the proposed sale of up to 450,000,000 shares of common stock held by the Company (the “Shares”).
In connection therewith, I have examined and relied upon original, certified, conformed, photostat or other copies of (a) the Articles of Incorporation and Bylaws of the Company; (b) Resolutions of the Board of Directors of the Company; (c) the Offering Statement and the exhibits thereto; and (d) such corporate records of the Company, certificates of public officials, certificates of officers of the Company and other documents, agreements and instruments as I have deemed necessary as a basis for the opinions herein contained. In all such examinations, I have assumed the genuineness of all signatures on original documents, and the conformity to originals or certified documents of all copies submitted to us as conformed, photostat or other copies. In passing upon certain corporate records and documents of the Company, I have necessarily assumed the correctness and completeness of the statements made or included therein by the Company, and I express no opinion thereon.
Based on my examination mentioned above, I am of the opinion that the 450,000,000 shares of common stock being offered by the company, when sold, will be legally issued, fully paid and non-assessable.
I am an attorney admitted to practice in Maryland. I am familiar with the applicable provisions of the Delaware Revised Statutes, the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws, and I have made such inquiries with respect thereto as I consider necessary to render this opinion with respect to a Delaware corporation. This opinion letter is opining upon and is limited to the current federal securities laws of the United States and, Delaware law, including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting those laws, as such laws presently exist and to the facts as they presently exist. I express no opinion with respect to the effect or applicability of the laws of any other jurisdiction.
I hereby consent to the filing of this opinion as an exhibit to the Offering Statement and to the reference to my firm under the caption "Legal Matters" in the prospectus forming a part of the Offering Statement. In giving such consent, I do not thereby admit that I am included within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations promulgated thereunder.
Sincerely,
/s/ Matheau J. W. Stout, Esq. |