ON4 COMMUNICATIONS INC. - FORM 10-Q

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EX-31.1 - CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14(A) OR RULE 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - ON4 COMMUNICATIONS INC.	ex31-1.htm
EX-32.1 - CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - ON4 COMMUNICATIONS INC.	ex32-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2011

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________________ to ______________________

Commission File Number: 001-34297

ON4 COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

98-0540536

(I.R.S. Employer Identification No.)

16413 N. 91 Street, C 100

Scottsdale, AZ 85260

(Address of principal executive offices)

480.619.5510

(Registrant’s telephone number, including area code)

________________________________

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was require to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

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

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

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of March 22, 2011 the registrant’s outstanding common stock consisted of 66,602,490 shares.

Table of Contents

PART I – FINANCIAL INFORMATION	2
Item 1. Financial Statements	2
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3. Quantitative and Qualitative Disclosures About Market Risk	8
Item 4. Controls and Procedures	8
PART II – OTHER INFORMATION	9
Item 1. Legal Proceedings	9
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3. Defaults Upon Senior Securities	9
Item 4. (Removed and Reserved)	9
Item 5. Other Information	9
Item 6. Exhibits	9

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The unaudited interim consolidated financial statements of On4 Communications, Inc. (“we”, “our”, “us”) follow. These statements are presented in U.S. dollars and are prepared in accordance with generally accepted accounting principles in the United States.

ON4 COMMUNICATIONS, INC.

Consolidated Financial Statements

Three Months Ended January 31, 2011

(Expressed in US dollars)

On4 Communications, Inc.

(A Development Stage Company)

Consolidated Balance Sheets

(Expressed in US Dollars)

	January 31,			October 31,
	2011			2010
	$			$
	(unaudited)

ASSETS

Current Assets

Cash		647			7,558

Total Current Assets		647			7,558

Property and equipment (Note 5)		2,606			3,594

Total Assets		3,253			11,152


LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

Accounts payable		637,861			625,086
Accrued liabilities		3,670			–
Accrued interest payable		156,837			138,514
Due to related parties (Note 6)		351,557			327,049
Notes payable (Note 7)		467,443			467,018

Total Liabilities		1,617,368			1,557,667

Nature of Operations and Continuance of Business (Note 1)
Commitments (Note 11)

Stockholders’ Deficit

Preferred stock: 10,000,000 shares authorized, non-voting, no par value; No shares issued and outstanding		–			–
Common stock: 100,000,000 shares authorized, $0.0001 par value; 66,602,490 shares issued and outstanding		6,660			6,660

Additional paid-in capital		11,866,935			11,870,626

Common stock issuable		70,000			70,000

Deficit accumulated during the development stage		(13,557,710	)		(13,493,801	)

Total Stockholders’ Deficit		(1,614,115	)		(1,546,515	)

Total Liabilities and Stockholders’ Deficit		3,253			11,152

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

F-1

On4 Communications, Inc.

(A Development Stage Company)

Consolidated Statements of Operations

(Expressed in US Dollars)

(unaudited)

	For The Three Months Ended			For The Three Months Ended			Accumulated From June 5, 2006 (Date of Inception)
	January 31,			January 31,			to January 31,
	2011			2010			2011
	$			$			$

Revenue		–			54,829			222,866
Cost of sales		–			27,155			97,230

Gross margin		–			27,674			125,636

Expenses

Advertising and marketing		–			1,889			191,480
Amortization of intangible assets		–			1,739			18,138
Amortization of property and equipment		989			2,730			37,163
Consulting fees		22,101			16,166			2,170,838
Foreign exchange loss		4,398			6,718			258,598
General and administrative		8,129			27,720			1,076,343
Impairment of goodwill		–			–			3,274,110
Impairment of intangible assets		–			–			2,219,724
Management fees (Note 6(b))		–			45,000			1,162,596
Payroll		–			–			29,516
Professional fees		8,485			80,979			656,616
Research and development		–			2,847			318,360

Total Expenses		44,102			185,788			11,413,482

Operating Loss		(44,102	)		(158,114	)		(11,287,846	)

Other Income (Expense)

Gain on settlement of debt		–			4,442			651,436
Interest and other income		–			–			59,900
Interest expense		(19,807	)		(79,558	)		(602,031	)
Write-off of note receivable		–			–			(1,114,182	)

Total Other Income (Expense)		(19,807	)		(75,116	)		(1,004,877	)

Loss from Continuing Operations		(63,909	)		(233,230	)		(12,292,723	)

Loss from Discontinued Operations (Note 4)		–			(18,631	)		(1,181,515	)

Net Loss		(63,909	)		(251,861	)		(13,474,238	)

Net Loss Per Share– Basic and Diluted
Continuing operations		–			–
Discontinued operations		–			–

Weighted Average Shares Outstanding		66,602,490			99,875,000

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

F-2

On4 Communications, Inc.

(A Development Stage Company)

Consolidated Statements of Cash Flows

(Expressed in US Dollars)

	For The Three Months Ended January 31, 2011 $			For The Three Months Ended January 31, 2010 $			Accumulated From June 5, 2006 (Date of Inception) to January 31, 2011 $

Operating Activities

Net loss from continuing operations		(63,909	)		(233,230	)		(1,292,723	)

Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of discount on convertible debt		–			1,782			87,000
Amortization of property and equipment		989			2,730			37,163
Amortization of intangible assets		–			1,739			18,138
Gain on settlement of debt		–			(4,442	)		(650,316	)
Impairment of goodwill		–			–			3,274,109
Impairment of intangible assets		–			–			2,219,724
Issuance of notes payable for services and penalties		–			–			90,402
Issuance of shares for services		–			–			528,000
Stock-based compensation		(3,691	)		–			1,136,981
Write-off of notes receivable		–			–			1,114,182

Changes in operating assets and liabilities:
Accounts receivable		–			64,737			–
Prepaid expenses and deposits		–			12,502			(7,745	)
Accounts payable and accrued liabilities		16,444			13,558			795,567
Accrued interest payable		18,323			78,930			439,739
Deferred revenue		–			(54,113	)		–
Due to related parties		24,933			91,349			547,569

Net Cash Used In Operating Activities		(6,911	)		(24,458	)		(2,662,210	)

Investing Activities
Acquisition of intangible assets		–			–			(182,687	)
Cash acquired in reverse merger		–			–			1,523
Acquisition of property and equipment		–			(2,897	)		(33,562	)
Advances for note receivable		–			–			(1,114,182	)

Net Cash Provided by (Used In) Investing Activities		–			(2,897	)		(1,328,908	)

Financing Activities
Proceeds from issuance of common stock		–			–			1,821,267
Proceeds from issuance of preferred stock		–			–			1,000,000
Proceeds from notes payable		–			75,000			727,022
Repayment of notes payable		–			–			(81,250	)
Proceeds from related parties		–			50,372			561,935
Repayments to related parties		–			(24,250	)		(84,780	)
Cash from disposition of PetsMobility		–			–			709
Share issuance costs		–			–			(8,000	)

Net Cash Provided By Financing Activities		–			101,122			3,936,903

Effects of Exchange Rate Changes on Cash		–			3,263			54,862

Net Cash Used in Discontinued Operations:

Operating Activities		–			–			(118,178	)
Investing Activities		–			–			(661,509	)
Financing Activities		–			–			779,687

		–			–			–

Increase (Decrease) in Cash		(6,911	)		77,030			647

Cash - Beginning of Period		7,558			473			–

Cash - End of Period		647			77,503			647

Supplemental Disclosures
Interest paid		–			–			1,250
Income taxes paid		–			–			–

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

F-3

On4 Communications, Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

January 31, 2011

(Expressed in US dollars)

(unaudited)

1. Nature of Operations and Continuance of Business

Sound Revolution Inc. (the "Company"), was incorporated on June 4, 2001 under the laws of the State of Delaware and on July 2, 2009 changed its name to On4 Communications, Inc. On May 1, 2009, the Company merged with On4 Communications, Inc. (“On4”), an Arizona corporation incorporated on June 5, 2006. Pursuant to the terms of the merger agreement, the Company acquired all assets and liabilities of On4 by issuing new shares to all former shareholders of On4 on a 1-to-1 basis. The Company issued 27,955,089 common shares to the former shareholders of On4 and the merger was accounted for as a “reverse merger” using the purchase method of accounting, with the former shareholders of On4 controlling 68% of the issued and outstanding common shares of the Company after the closing of the transaction. Accordingly, On4 was deemed to be the acquirer for accounting purposes and the consolidated financial statements are presented as a continuation of On4 and include the results of operations of On4 since incorporation on June 5, 2006, and the results of operations of the Company since the date of acquisition on May 1, 2009.

The Company is in the business of manufacturing two-way communication and location devices with applications that include tracking people, pets, assets, and inventory, among others. The Company has two wholly-owned subsidiaries: (i) Sound Revolution Recordings Inc., which was incorporated in British Columbia, Canada on June 20, 2001, for the purpose of carrying on music marketing services in British Columbia, and (ii) Charity Tunes Inc., which was incorporated in the State of Delaware on June 27, 2005, for the purpose of operating a website for the distribution of songs online. The Company is a Development Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities, and has not yet generated significant revenues from their intended business activities.

Going Concern

These consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues since inception and is unlikely to generate significant revenue or earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at January 31, 2011, the Company has a working capital deficiency of $1,616,721, and has accumulated losses totaling $13,557,710 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company will need additional working capital to continue or to be successful in any future business activities. Therefore, continuation of the Company as a going concern is dependent upon obtaining the additional working capital necessary to accomplish its objective. Management plans to seek debt or equity financing, or a combination of both, to raise the necessary working capital.

2. Summary of Significant Accounting Principles

Basis of Presentation and Principles of Consolidation

These consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States and are presented in US dollars, unless otherwise noted, and include the accounts of the Company and its subsidiaries, Sound Revolution Recordings Inc., and Charity Tunes Inc. All inter-company accounts and transactions have been eliminated. The Company’s fiscal year end is October 31.

Interim Consolidated Financial Statements

The interim consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosure normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such SEC rules and regulations. The interim consolidated financial statements should be read together with the audited consolidated financial statements and accompanying notes included in the Company's audited consolidated financial statements for the year ended October 31, 2009. In the opinion of the Company, the unaudited consolidated financial statements contained herein contain all adjustments (consisting of a normal recurring nature) necessary to present a fair statement of the results of the interim periods presented.

F-4

On4 Communications, Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

January 31, 2011

(Expressed in US dollars)

(unaudited)

2. Summary of Significant Accounting Principles (continued)

Use of Estimates

The preparation of financial statements in conformity with US generally accepted accounting principles 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 date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, recoverability of goodwill and intangible assets, fair value of convertible debt, stock-based compensation, bad debt expenses, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity dates of three months or less at the time of issuance to be cash equivalents.

Property and Equipment

Property and equipment, consisting primarily of computer hardware and office equipment, is stated at cost and is amortized using the straight-line method over the estimated lives of the related assets of three and five years, respectively.

Intangible Assets

Intangible assets consist of patents and trademarks related to the TX200 mobile communication device. Intangible assets acquired are initially recognized and measured at cost and are being amortized straight-line over the estimated useful life of ten years. Impairment tests are conducted annually or more frequently if events or changes in circumstances indicate that an asset may be impaired. The impairment test compares the carrying amount of the intangible asset with its fair value, and an impairment loss is recognized in income for the excess, if any. The amortization methods and estimated useful lives of intangible assets are reviewed annually.

Goodwill

In accordance with ASC 350, Intangibles – Goodwill and Other, goodwill is required to be tested for impairment on an annual basis, or more frequently if certain indicators arise, using the guidance specifically provided.

Management reviews goodwill at least annually, and on an interim basis when conditions require, evaluates events or changes in circumstances that may indicate impairment in the carrying amount of such assets. An impairment loss is recognized in the statement of operations in the period that the related asset is deemed to be impaired.

Website Development Costs

Website development costs consist of costs incurred to develop internet websites to promote, advertise, and earn revenue with respect to the Company’s business operations. Costs are capitalized in accordance with ASC 350-50, Web Site Development Costs, and are amortized on a straight-line basis over the estimated useful life of three years commencing when the internet web site has been completed.

Impairment of Long-Lived Assets

In accordance with ASC 360, Property, Plant, and Equipment, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

F-5

On4 Communications, Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

January 31, 2011

(Expressed in US dollars)

(unaudited)

2. Summary of Significant Accounting Principles (continued)

Research and Development Expenses

Research and development costs are expensed as incurred.

Advertising Costs

The Company expenses advertising costs as incurred. For the three month period ended January 31, 2011, advertising costs were $nil (2010 - $1,889).

Revenue Recognition

The Company recognizes revenue from the online sale of music in accordance with ASC 605, Revenue Recognition. Revenue consists of the sale of music and is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the product is shipped, and collectibility is reasonably assured. The Company enters into contracts that provide access to the Company’s music library for a specified period of time. The Company recognizes revenue from these contracts on a straight-line basis over the term of the contract.

Accounts Receivable

Accounts receivable are stated at their principal balances and are non-interest bearing and unsecured. Management conducts a periodic review of the collectability of accounts receivable and deems all unpaid amounts greater than 30 days past due to be uncollectible. If uncertainty exists with respect to the recoverability of certain amounts based on historical experience or economic climate, management will establish an allowance against the outstanding receivables.

Earnings Per Share

The Company computes net loss per share in accordance with ASC 260, Earnings per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the consolidated statements of operations. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

Foreign Currency Translation

The Company’s functional currency and its reporting currency is the United States dollar and foreign currency transactions are primarily undertaken in Canadian dollars. Monetary balance sheet items expressed in foreign currencies are translated into US dollars at the exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at average rates for the period, except for amortization, which is translated on the same basis as the related asset. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

Comprehensive Income/Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the consolidated financial statements. As at January 31, 2011 and 2010, the Company had no items representing comprehensive income/loss.

Stock-based Compensation

The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation and ASC 505-50, Equity-Based Payments to Non-Employees. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

F-6

On4 Communications, Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

January 31, 2011

(Expressed in US dollars)

(unaudited)

2. Summary of Significant Accounting Principles (continued)

Financial Instruments and Fair Value Measures

ASC 820, Fair Value Measurements, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist priimarily of cash, accounts receivable, accounts payable, accrued liabilities, accrued interest payable, amounts due to related parties, and notes payable. Pursuant to ASC 820, the fair value of the Company’s cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

Recent Accounting Pronouncements

In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The adoption of this standard did not have a significant impact on the Company’s consolidated financial statements.

In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. The adoption of this standard did not have a significant impact on the Company’s consolidated financial statements.

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

F-7

On4 Communications, Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

January 31, 2011

(Expressed in US dollars)

(unaudited)

3. Discontinued Operations

On April 30, 2010, a company controlled by the former President of the Company acquired certain assets including Pets911.com from the Company's wholly owned subsidiary, PetsMobility Inc. (“PetsMobility”), in consideration for the return and cancellation of 2,000,000 shares of the Company's common stock. As at April 30, 2010, the date of disposition, the assets disposed of had a carrying value of $nil. On October 29, 2010, the agreement was amended to include the Company’s interest in PetsMobility.

As a result of the Company’s disposal of PetsMobility, all operations related to the former subsidiary have been classified as discontinued operations. Cash flows from discontinued operations were not material and were combined with cash flows from continuing operations within the consolidated statement of cash flows categories.

The results of discontinued operations are summarized as follows:

For The

Three Months

For The

Three Months

Accumulated

from June 5,

2006

Ended

(Inception)

January 31,

To January 31,

2011

2010

2011

Revenue

–

3,170

6,744

Expenses

Advertising and marketing

–

44,748

Amortization of property and equipment

–

9,709

Consulting fees

–

245,685

Foreign exchange loss

–

General and administrative

–

4,963

62,342

Impairment of intangible assets

–

651,800

Management fees

–

51,000

Professional fees

–

28,802

Payroll

–

16,838

Research and development

–

79,354

Total Expenses

–

21,801

1,190,305

Operating Loss

–

(18,631

)

(1,183,561

)

Other Income (Expenses)

Loss on settlement of debt

–

(1,120

)

Interest and other income

–

3,166

Net Loss from Discontinued Operations

–

(18,631

)

(1,181,515

)

4. Property and Equipment

					January 31,		October 31,
					2011		2010
			Accumulated		Net Carrying		Net Carrying
	Cost		Amortization		Value		Value
	$		$		$		$

Computer equipment		14,819		14,064		755		1,502
Office equipment		26,037		24,186		1,851		2,092
		50,308		46,714		2,606		3,594

F-8

On4 Communications, Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

January 31, 2011

(Expressed in US dollars)

(unaudited)

5. Related Party Transactions

a)	As at January 31, 2011, the Company owed $351,557 (October 31, 2010 - $327,049) to management and directors for advance of operating funds and services provided on behalf of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand.

b)	During the three month period ended January 31, 2011, the Company incurred $nil (2010 - $45,000) of management fees to the former President of the Company.

6. Notes Payable

	January 31, 2011		October 31, 2010

Bling Capital Corp., unsecured, non-interest bearing, and due on demand.		24,963		24,538


Scottsdale Investment Corporation, unsecured, due interest at 12% per annum, and due on demand.		319,980		319,980

Ed Aaronson, unsecured, due interest at 10% per annum, and due on demand.		115,000		115,000

Troy Rice, unsecured, due interest at 10% per annum, and due on demand.		7,500		7,500

		467,443		467,018

7. Share Purchase Warrants

As at January 31, 2011, and October 31, 2010, the following share purchase warrants were outstanding:

Number of Warrants	Exercise Price	Expiry Date
1,300,000	$0.50	July 23, 2012
78,000	$0.50	February 28, 2013
78,000	$0.50	February 28, 2013
330,705	$0.90	July 24, 2011

1,786,705

8. Stock Options

On March 3, 2010, the Company granted a consultant options to purchase 2,000,000 shares of common stock at $0.15 per share for five years. Pursuant to the option agreement, 1,500,000 options vest immediately, 250,000 options vest on June 1, 2010 and the remaining 250,000 options vest on December 1, 2010. The fair value of the options was estimated at the date of grant using the Black-Scholes option pricing model using the following weighted average assumptions: risk-free interest rate of 2.27%, expected volatility of 161%, an expected option life of 5 years and no expected dividends. The fair value of options granted was $0.19 per option. During the three month period ending January 31, 2011, stock-based compensation expense was reduced by $3,691.

The following table summarizes stock option plan activities:

	Number of Options		Weighted Average Exercise Price $		Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value $

Outstanding, October 31, 2009		625,000		0.78

Granted		2,000,000		0.15

Outstanding, October 31, 2010 and January 31, 2011		2,625,000		0.30		4.96		–

F-9

On4 Communications, Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

January 31, 2011

(Expressed in US dollars)

(unaudited)

8. Stock Options (continued)

A summary of the status of the Company’s non-vested shares as of January 31, 2011, and changes during the three month period ended January 31, 2011 is presented below:

	Number of Options			Weighted Average Grant Date Fair Value $

Non-vested, October 31, 2010		250,000			0.19
Vested		(250,000	)		0.19

Non-vested, January 31, 2011		–			–

Additional information regarding stock options as of January 31, 2011, is as follows:

Number of Options	Exercise Price $	Expiry Date

275,000	0.50	July 23, 2017
350,000	1.00	December 18, 2017
2,000,000	0.15	March 3, 2015

2,625,000

At January 31, 2011, the Company had no unvested options or unrecognized compensation expense.

9. Commitments

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

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

On May 7, 2010, the Company entered into an agreement with a consultant who will provide consulting services for a period of 12 months in consideration for 2,000,000 shares of the Company’s common stock and 1.5% of the commitment amount of any senior, asset based indebtedness and 6% of the face amount of any non-asset based indebtedness as part of a transaction arranged by the consultant.

F-10

On4 Communications, Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

January 31, 2011

(Expressed in US dollars)

(unaudited)

10. Segmented Disclosures

January 31, 2010

	On4 Communications $			Sound Revolution $			Charity Tunes $			Total $

Depreciation and amortization		242			30			717			989

Interest expense		19,807			–			–			19,807

Net income (loss)		(40,302	)		(202	)		(3,961	)		(44,465	)

Total assets		2,498			692			63			3,253

January 31, 2009

	On4 Communications $			Sound Revolution $			Charity Tunes $		Total $

Revenues		–			–			54,829		54,829

Gross profit		–			–			27,674		27,674

Depreciation and amortization		3,699			740			30		4,469

Interest expense		29,777			49,781			–		79,558

Net income (loss)		(197,676	)		(48,240	)		12,686		(233,230	)

October 31, 2010

	On4 Communications $		Sound Revolution $		Charity Tunes $		Total $

Total assets		9,651		1,409		92		11,152

F-11

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This quarterly report contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this report. Except as required by applicable laws, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

The following discussion should be read in conjunction with our interim unaudited consolidated financial statements and the notes thereto that appear elsewhere in this quarterly report. All currency references in this quarterly report are to U.S. dollars unless otherwise noted.

Business Overview

We were incorporated as a Delaware company on June 4, 2001 under the name Sound Revolution Inc. On July 2, 2009 we changed our name to On4 Communications, Inc. Our fiscal year end is October 31. Our address is 16413 N. 91 Street, C 100, Scottsdale, AZ 85260. Our telephone number is (480) 619-5510.

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

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

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

Results of Operations

Our results of operations are presented below:

	Three Months Ended January 31, 2011 (unaudited) ($)		Three Months Ended January 31, 2010 (unaudited) ($)		Accumulated from June 5, 2006 (Date of Inception) to January 31, 2011 (unaudited) ($)
Revenue		-		54,829		222,866
Cost of Sales		-		27,155		97,230
Total Expenses		44,102		185,788		11,413,482
Net Loss		63,909		251,861		13,474,238

During the three months ended January 31, 2011 we did not generate any revenue. During the same period in fiscal 2010 we generated revenue of $54,829 at a cost of sales of $27,155, for a gross margin of $27,674.

Our total operating expenses during the three months ended January 31, 2011 were $44,102, compared to total operating expenses of $185,788 during the same period in fiscal 2010. Our total operating expenses from our inception on June 5, 2006 to January 31, 2011 were $11,413,482.

Our total operating expenses during the three months ended January 31, 2011 consisted of $989 in amortization of property and equipment, $22,101 in consulting fees, $4,398 foreign exchange loss, $8,129 in general and administrative expenses and $8,485 in professional fees.

Our total operating expenses during the three months ended January 31, 2010 consisted of $1,889 in advertising and marketing expenses, $1,739 in amortization of intangible assets, $2,730 in amortization of property and equipment, $16,166 in consulting fees, $6,718 in foreign exchange loss, $27,720 in general and administrative expenses, $45,000 in management fees, $80,979 in professional fees and $2,847 in research and development expenses.

Our total operating expenses from our inception on June 5, 2006 to January 31, 2011 consisted of $191,480 in advertising and marketing expenses, $18,138 in amortization of intangible assets, $37,163 in amortization of property and equipment, $2,170,838 in consulting fees, $258,598 in foreign exchange loss, $1,076,343 in general and administrative expenses, $3,274,110 in impairment of goodwill, $2,219,724 in impairment of intangible assets, $1,162,596 in management fees, $29,516 in payroll expenses, $656,616 in professional fees and $318,360 in research and development expenses.

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

The decrease in our operating expenses during the three months ended January 31, 20101 was primarily due to decreases in our professional fees, management fees and general administrative expenses.

During the three months ended January 31, 2011 we incurred a net loss of $63,909, compared to a net loss of $251,861 during the same period in fiscal 2010. We did no incur any net loss per share during either of those periods. Our net loss from our inception on June 5, 2006 to January 31, 2011 was $13,474,238.

Liquidity and Capital Resources

As of January 31, 2011 we had $647 in cash, $3,253 in total assets, $1,617,368 in total liabilities and a working capital deficit of $1,616,721. As of January 31, 2011 we had an accumulated deficit of $13,557,710.

During the three months ended January 31, 2011 we spent $6,911 on operating activities, compared to spending of $24,458 on operating activities during the same period in fiscal 2010. The decrease in our expenditures on operating activities during the three months ended January 31, 2011 was due to a number of changes in our operating assets and liabilities as well as adjustments to reconcile our net loss to net cash used in our operating activities. During the current period, we did not raise any new cash financing and only had limited cash flows, whereas during the prior period we receiwed $101,122 in financing to support our operating costs. From our inception on June 5, 2006 to January 31, 2011 we spent $2,662,210 on operating activities.

During the three months ended January 31, 2011 we did not spend any money on investing activities, whereas we spent $2,897 on investing activities during the same period in fiscal 2010. From our inception on June 5, 2006 to January 31, 2011 we spent $1,328,908 on investing activities, the bulk of which was in the form of advances for notes receivable ($1,114,182) and the acquisition of intangible assets ($182,687).

During the three months ended January 31, 2011 we received did not receive any money from financing activities, whereas we received $101,122 from financing activities during the same period in fiscal 2010. The decrease in our receipts from financing activities during the three months ended January 31, 2011 was primarily due to decreases of $75,000 in proceeds from notes payable and $50,372 in proceeds from related parties. From our inception on June 5, 2006 to January 31, 2011 we received $3,936,903 from financing activities, primarily in the form of proceeds from the issuance of our common stock and preferred stock.

For the next 12 months (beginning March 2011), we estimate our planned expenses to be approximately $1,700,000, as summarized in the table below:

Description	Potential Completion Date	Estimated Expenses ($)
General and administrative expenses	12 months	250,000
Research and development	12 months	100,000
Sales and marketing	12 months	200,000
Professional fees	12 months	150,000
Unallocated working capital	12 months	100,000
Debt repayment	12 months	900,000
Total		1,700,000

Based on our planned expenditures, we require additional funds of approximately $1,700,000 to proceed with our business plan over the next 12 months. If we are not able to obtain additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.

Future Financings

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

We will require approximately $1,700,000 over the next 12 months to enable us to proceed with our plan of operations, including paying our ongoing expenses. These cash requirements are in excess of our current cash and working capital resources. Accordingly, we intend to raise funds from private placements, loans or possibly a registered public offering (either self-underwritten or through a broker-dealer). At this time we do not have a commitment from any broker-dealer to provide us with financing, and there is no guarantee that any financing will be available to us or if available, on terms that will be acceptable to us.

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

Going Concern

Our financial statements for the three months ended January 31, 2011 have been prepared on a going concern basis and contain an additional explanatory paragraph in Note 1 which identifies issues that raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

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

Inflation

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

Employees

We do not currently have any employees, but we engage consultants to provide us with legal, accounting, management, marketing, sales and software development services.

Critical Accounting Policies

Our financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete summary of these policies is included in Note 2 of the notes to our financial statements for the three months ended January 31, 2011. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by management.

Revenue Recognition

We recognize revenue from the online sale of music in accordance with ASC 605, Revenue Recognition. Revenue consists of the sale of music and is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the product is shipped, and collectibility is reasonably assured. We enter into contracts that provide access to our music library for a specified period of time. We recognize revenue from these contracts on a straight-line basis over the term of the contract.

Goodwill

Stock-Based Compensation

We record stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation, and ASC 505-50, Equity-Based Payments to Non-Employees. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

Item 3. Quantitative and Qualitative Disclosure About Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Disclosure Controls

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”) and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures. Based on this evaluation, and in light of the material weaknesses in our internal control over financial reporting, our management concluded that our disclosure controls and procedures were not effective to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information was not accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control

We have not been able to implement any of the recommended changes to our internal control over financial reporting included in our annual report for the year ended October 31, 2010.

During the three months ended January 31, 2011 there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are not aware of any legal proceedings (i) to which we are a party, (ii) to which any of our subsidiaries is a party, or (iii) of which either our property or the property of any our subsidiaries is the subject. None of our directors, officers, affiliates, any owner of record or beneficially of more than 5% of our voting securities, or any associate of any such director, officer, affiliate or security holder are (i) a party adverse to us in any legal proceedings, or (ii) have a material interest adverse to us in any legal proceedings. We are not aware of any other legal proceedings that have been threatened against us.

Item 2. Unregistered Sales of Equity Securities

During the three months ended January 31, 2011 we did not complete any unreported sales of our equity securities that were not registered under the Securities Act.

Item 3. Defaults Upon Senior Securities

None.

Item 4. (Removed and Reserved)

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number	Exhibit Description
31.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

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

Date: March 22, 2011	On4 Communications, Inc.

	By:	/s/ Gord Jessop
		Gord Jessop
		President, Chief Operating Officer

Attached files

ON4 COMMUNICATIONS INC. Reports

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