ON4 COMMUNICATIONS INC. - Quarter Report: 2010 April (Form 10-Q)

on4-10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

o QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2010

o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934

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 x 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 x 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 oSmaller reporting company x

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of June 21, 2010 the registrant’s outstanding common stock consisted of 58,645,506 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	9
Item 3. Defaults Upon Senior Securities	10
Item 4. Submission of Matters to a Vote of Security Holders	10
Item 5. Other Information	10
Item 6. Exhibits	10

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

ON4 COMMUNICATIONS INC.

Consolidated Financial Statements

Six Months Ended April 30, 2010

(Expressed in US dollars)

(Unaudited)

On4 Communications Inc.

(A Development Stage Company)

Consolidated Balance Sheets

(Expressed in US Dollars)

	April 30, 2010 $ (Unaudited)			October 31, 2009 $
ASSETS

Current Assets

Cash		173			473
Accounts receivable		–			64,737
Prepaid expenses and deposits		41,894			38,738

Total Current Assets		42,067			103,948

Goodwill (Note 3)		1,163,883			1,163,884
Intangible assets (Note 5)		63,302			66,779
Property and equipment (Note 6)		5,462			8,002

Total Assets		1,274,714			1,342,613


LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

Accounts payable		552,686			533,273
Accrued liabilities		1,865			17,299
Accrued interest payable		154,476			141,307
Deferred revenue		81,285			90,385
Due to related parties (Note 7)		179,652			1,303,492
Notes payable (Note 8)		900,417			881,637
Convertible note payable to related party, net of unamortized discount of $Nil (October 31, 2009 - $1,782) (Note 7(e))		–			118,218

Total Liabilities		1,870,381			3,085,611

Nature of Operations and Continuance of Business (Note 1)
Commitments (Note 12)
Contingent Liability (Note 13)

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; 61,661,077 and 99,874,977 shares issued and outstanding, respectively		6,166			9,987

Additional paid-in capital		11,367,275			9,261,980

Common stock issuable		70,000			70,000

Deficit accumulated during the development stage		(12,039,108	)		(11,084,965	)

Total Stockholders’ Deficit		(595,667	)		(1,742,998	)

Total Liabilities and Stockholders’ Deficit		1,274,714			1,342,613

(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 April 30, 2010 $			For the Three Months Ended April 30, 2009 $			For the Six Months Ended April 30, 2010 $			For the Six Months Ended April 30, 2009 $			Accumulated From June 5, 2006 (Date of Inception) to April 30, 2010 $

Revenue		73,219			–			131,218			–			149,964
Cost of sales		32,064			–			59,219			–			62,568

Gross margin		41,155			–			71,999			–			87,396

Expenses

Advertising and marketing		3,759			1,791			5,648			30,882			231,228
Amortization of intangible assets		1,738			1,620			3,477			3,581			14,661
Amortization of property and equipment		2,707			–			5,437			6,732			44,015
Consulting fees (Note 11)		326,915			647			343,081			297,364			2,009,759
Foreign exchange loss		28,061			–			34,779			192			254,513
General and administrative		41,937			–			74,620			83,271			1,065,104
Impairment of goodwill		–			–			–			–			2,050,401
Impairment of intangible assets		–			–			–			–			2,871,524
Management fees		45,000			–			90,000			177,000			1,078,596
Payroll					–			16,838			432			46,354
Professional fees		74,524			–			155,503			17,239			587,075
Research and development		2,836			–			5,683			304			394,665

Total Expenses		527,477			4,058			735,066			616,997			10,647,895

Operating Loss		(486,322	)		(4,058	)		(663,067	)		(616,997	)		(10,560,499	)

Other Income (Expense)

(Loss) Gain on settlement of debt		(43,911	)		–			(39,469	)		–			145,676
Interest and other income		–			224			–			224			63,066
Interest expense		(172,049	)		(21,955	)		(251,607	)		(57,556	)		(489,697	)
Write-off of note receivable		–			–			–			–			(1,114,182	)

Total Other Income (Expense)		(215,960	)		(21,731	)		(291,076	)		(57,332	)		(1,395,137	)

Net Loss		(702,282	)		(25,789	)		(954,143	)		(674,329	)		(11,955,636	)

Net Loss Per Share – Basic and Diluted		(0.01	)		(0.00	)		(0.01	)		(0.03	)

Weighted Average Shares Outstanding		52,021,000			11,630,000			76,480,000			23,591,000

(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)

(Unaudited)

	For the Six Months Ended April 30, 2010 $			For the Six Months Ended April 30, 2009 $			Accumulated From June 5, 2006 (Date of Inception) to April 30, 2010 $

Operating Activities

Net loss		(954,143	)		(674,329	)		(11,955,636	)

Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of discount on convertible debt		76,782			–			87,000
Amortization of property and equipment		5,437			6,732			44,015
Amortization of intangible assets		3,477			3,581			14,661
Loss (Gain) on settlement of debt		39,469			–			(145,676	)
Impairment of goodwill		–			–			2,050,401
Impairment of intangible assets		–			–			2,871,524
Issuance of notes payable for services and penalties		–			–			90,402
Issuance of shares for services		–			100,000			120,000
Stock-based compensation		319,539			94,539			1,153,078
Write-off of notes receivable		–			–			1,114,182

Changes in operating assets and liabilities:
Accounts receivable		64,737			–			–
Prepaid expenses and deposits		(19,265	)		–			(49,639	)
Accounts payable and accrued liabilities		75,606			82,876			668,651
Accrued interest payable		178,740			57,557			332,496
Deferred revenue		(9,100	)		–			81,285
Due to related parties		85,945			176,425			743,071

Net Cash Used In Operating Activities		(132,776	)		(152,619	)		(2,780,185	)

Investing Activities
Acquisition of intangible assets		–			–			(834,487	)
Cash acquired in reverse merger		–			–			1,523
Acquisition of property and equipment		(2,897	)		–			(43,271	)
Advances for note receivable		–			–			(1,114,182	)

Net Cash Used In Investing Activities		(2,897	)		–			(1,990,417	)

Financing Activities
Proceeds from issuance of common stock		–			–			2,521,267
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		81,372			–			641,522
Repayments to related parties		(39,780	)		–			(84,780	)
Share issuance costs		–			–			(8,000	)

Net Cash Provided By Financing Activities		116,592			–			4,715,781

Effects of Exchange Rate Changes on Cash		18,781			–			54,994

Increase (Decrease) in Cash		(300	)		(152,619	)		173

Cash - Beginning of Period		473			152,777			–

Cash - End of Period		173			158			173

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

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

F-3

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. On4 was a private operating company, and the Company was a public company with an operating business. 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 is 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. On4 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 three 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, (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; and (iii) PetsMobility Inc., which was incorporated in the state of Delaware on March 23, 2006 for the purposes operating the website www.petsmo.com and related business. 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 April 30, 2010, the Company has a working capital deficiency of $1,828,314, and has accumulated losses totaling $12,039,108 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., Charity Tunes Inc., and Petsmobility 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

2. Summary of Significant Accounting Principles (continued)

Estimates

The preparation of financial statements in conformity with US generally accepted accounting principles (“US GAAP”) 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, stock-based compensation 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 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 is 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 the 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 and goodwill 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

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 six months ended April 30, 2010, advertising costs were $5,648 (2009 - $30,882).

Revenue Recognition

The Company recognizes revenue from the online sale 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.

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

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the consolidated financial statements. As at April 30, 2010 and 2009, 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.

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

F-6

2. Summary of Significant Accounting Principles (continued)

The Company files federal income tax returns in the United States. The Company may be subject to a reassessment of federal taxes by tax authorities for a period of three years from the date of the original notice of assessment in respect of any particular taxation year. In certain circumstances, the federal statute of limitations can reach beyond the standard three year period. The statute of limitations in the United States for income tax assessment varies from state to state. Tax authorities have not audited any of the Company’s income tax returns.

The Company recognizes interest and penalties related to uncertain tax positions in tax expense. During the three month periods ended April 30, 2010 and 2009, there were no charges for interest or penalties.

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.

Our financial instruments consist principally 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 our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe 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 August 2009, FASB issued an amendment to the accounting standards related to the measurement of liabilities that are recognized or disclosed at fair value on a recurring basis. This standard clarifies how a company should measure the fair value of liabilities and that restrictions preventing the transfer of a liability should not be considered as a factor in the measurement of liabilities within the scope of this standard. This standard is effective for the Company on October 1, 2009. The adoption of this amendment did not have a material effect on the Company’s consolidated financial statements.

In October 2009, FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.

F-7

2. Summary of Significant Accounting Principles (continued)

Recent Accounting Pronouncements (continued)

In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.

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 is not expected to 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 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.

3. Merger Transaction

On May 1, 2009, the Company completed a merger with On4. 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. On4 was a private operating company, and the Company was a public company with an operating business. 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 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.

Material terms of the merger agreement were as follows:

Prior to the merger closing:

●	The Company entered into a convertible note (the “Note”) in the amount of $120,000 with Penny Green, a director and officer of the Company, which is convertible into common stock at $0.10 per share at the option of the holder, and which was due in seven months. Refer to Note 7(e).

●	The Company converted debt of $35,000 owed to Bacchus Entertainment Ltd., a company owned and controlled by Penny Green, into 35,000,000 shares of common stock at a price of $0.001 per share.

●	The Company is to transfer all of its assets and debts, other than the Note and any debt owing to Penny Green or Bacchus Entertainment Ltd., to its wholly owned subsidiary, Charity Tunes. As at April 30, 2010, the transfer to Charity Tunes had not occurred.

Upon the merger closing:

●

The Company shall raise a minimum of $150,000 through a direct offering of units registered on a Form S-1 at a price to be determined, with each unit comprised of one common share and one half share purchase warrant to purchase one common share at a price of $1.00 for a period of one year. As at April 30, 2010, the Company had not yet raised $150,000.

F-8

3. Merger Transaction (continued)

●

All notes payable by On4 in excess of $100,000 shall be converted to common shares at a price to be mutually agreed on by On4 and the specific creditor or receive a repayment extension of no less than six months and with an annual interest rate not to exceed 12%. As at April 30, 2010, none of the notes had been converted.

After raising a minimum of $150,000:

●	$150,000 shall be repaid to Penny Green towards the outstanding loans owed to her, or companies controlled by her. (Not yet completed).

●

Upon receipt of the $150,000 payment, Charity Tunes shall be sold to Bacchus Filings Inc., a company controlled by Penny Green, in consideration for which Bacchus Filings Inc. shall assume the entire amount of loan owing to Penny Green or Bacchus Entertainment Ltd., exclusive of the Note (amended below).;

●	Penny Green, and all companies controlled by Penny Green, will cancel all but 236,066 of the Company’s shares owned by them (amended below).

The Company’s common shares issued to the On4 shareholders were determined to have a fair value of $2,661,689. After reflecting the purchase adjustments, the excess of the purchase consideration over the fair values of the Company’s assets and liabilities of $3,214,285 as at May 1, 2009, was allocated to goodwill. As at October 31, 2009, the Company recorded impairment on goodwill of $2,050,401, resulting in a carrying value of goodwill of $1,163,884.

On September 14, 2009, the Company entered into a post merger agreement with Penny Green, Bacchus Entertainment Ltd. and Bacchus Filings Inc., pursuant to which the parties agreed to amend the post merger obligations of the Company contemplated by the merger agreement. Pursuant to the post merger agreement, the parties agreed that Charity Tunes Inc., currently a wholly owned subsidiary of the Company, shall not be sold to Bacchus Filings Inc. Further, Penny Green and Bacchus Entertainment Ltd. cancelled a total of 52,223,931 common shares in the Company upon repayment of $75,000 of debt owed to them by the Company. In addition, if Charity Tunes does not generate $500,000 of revenue by June 30, 2010, any debts that were due at September 14, 2009 and are still owing to Penny Green or Bacchus Filings shall be forgiven.

4. Disposition Transaction

On April 30, 2010, a company controlled by the President of the Company acquired certain assets including Pets911.com from the Company's wholly owned subsidiary PetsMobility in consideration for the return and cancellation of 2,000,000 shares of the Company's common stock. At April 30, 2010, the assets disposed of had a carrying value of $nil.

5. Intangible Assets

	Cost $		Accumulated Amortization $		Impairment $		April 30, 2010 Net Carrying Value $		October 31, 2009 Net Carrying Value $

Patents		58,262		14,661		–		43,601		47,078
Trademarks		19,701		–		–		19,701		19,701
		77,963		14,661		–		63,302		66,779

On October 12, 2009, the Company entered into an asset purchase agreement to acquire Pets911.com and all intellectual property, software and business assets associated with operating the website. Pursuant to the terms of the agreement the Company issued 3,000,000 shares of its common stock. The Company recorded the fair value of the shares of $2,115,000 as intangible assets.

As at October 31, 2009, the Company recognized an impairment of $2,115,000 over its assets acquired from Pets911.com and an impairment of $197,141 for website development costs. The Company disposed of Pets911.com on April 30, 2010 as described in Note 4.

F-9

5. Intangible Assets (continued)

The following table summarizes the expected amortization on the patents over the next five years:

2010	$	3,477
2011		6,954
2012		6,954
2013		6,954
2014		6,954

	$	31,293

6. Property and Equipment

	Cost $		Accumulated Amortization $		April 30, 2010 Net Carrying Value $		October 31, 2009 Net Carrying Value $

Computer equipment		22,344		18,365		3,979		6,727
Office equipment		27,964		26,481		1,483		1,275
		50,308		44,846		5,462		8,002

7. Related Party Transactions

On April 12, 2010, the Company settled $426,908 of amounts owing to a company with common management by issuing 6,098,685 shares of common stock. The Company recorded a loss on the settlement of debt of $243,946. As at April 30, 2010, the Company owed $Nil (October 31, 2009 - $426,908) to a company with common management for advances of operating funds and services provided. This amount owing was unsecured, non-interest bearing and due on demand.

On April 12, 2010, the Company settled $324,307 of amounts owing to management and directors by issuing 4,632,956 shares of common stock. The Company recorded a loss on the settlement of debt of $185,319. As at April 30, 2010, the Company owed $172,993 (October 31, 2009 - $324,307) to management and directors for consulting services. The amounts owing are unsecured, non-interest bearing, and due on demand.

On April 12, 2010, the Company settled $233,135 of amounts owing to management and directors by issuing 3,330,500 shares of the Company's common stock. The Company recorded a loss on the settlement of debt of $133,220. As at April 30, 2010, the Company owed $Nil (October 31, 2009 - $187,565) to management and directors of the Company for advance of operating funds and services provided on behalf of the Company. The amounts owing were unsecured, with interest at 10% per annum. As at April 30, 2010, accrued interest of $Nil (October 31, 2009 - $37,446) is included in accrued interest payable.

On April 12, 2010, the Company settled $552,599 of amounts owing to a former officer and director, and companies controlled by the former officer and director, including the convertible note and interest described in Note 7(e), by transferring the Company's MyFanPro website to the related party. As the website was carried at no value in the Company's books, the Company recorded a gain on the settlement of debt of $536,489. As at April 30, 2010, the Company has notes payable of $Nil (October 31, 2009 - $364,712) to a related party that was bearing interest at 10% per annum. Interest was charged and was payable quarterly on any outstanding balance beginning on September 1, 2004 to February 29, 2008 (prior to that date the borrowings from the related parties were non-interest bearing). Commencing March 1, 2008, the notes were non-interest bearing, unsecured and were payable on demand. These debts would have expired on June 30, 2010 pursuant to the post merger agreement described in Note 3.

F-10

7.Related Party Transactions (continued)

On April 30, 2009, the Company issued a convertible note to a former officer and director to secure $120,000 of amounts owed. The note is non-interest bearing until maturity seven months after issuance. If the note is not repaid upon the maturity date, it bears interest at a rate of 20%, with interest accruing monthly. The note may be converted at any time into shares of the Company’s common stock at a price of $0.10 per share, at the option of the holder.

In accordance with ASC 470-20, Debt with Conversion and Other Options, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $12,000 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible debenture. The Company recorded accretion expense over the term of the convertible note up to its face value of $120,000. As at April 30, 2010, $12,000 (October 31, 2009, - $10,218) had been accreted increasing the carrying value of the convertible note to $120,000. On April 30, 2010, the note and $120,000 of accrued interest was settled through the transfer of the Company's MyFanPro website to the noteholder.

f)	On April 30, 2010, the Company settled $67,184 of amounts owed to Company's controlled by a former officer and director of the Company by issuing 447,890 shares of the Company's common stock. The Company recorded a loss on settlement of debt of $17,915.

g)	Pursuant to the merger transaction, in April 2009, the Company issued 35,000,000 common shares to settle debt of $35,000 owed to a Company controlled by an officer and director of the Company. These shares were subsequently cancelled pursuant to the post merger agreement, as described in Note 3.

8. Notes Payable

	April 30, 2010 $		October 31, 2009 $

Bling Capital Corp., unsecured, non-interest bearing, and due on demand.		23,533		24,985

McCann Family Holding Corporation, unsecured, due interest at 13% per annum, and due on demand. Original principal of $282,390 (Cdn$300,000) plus $56,478 (Cdn$60,000) of non-payment penalties for failure to repay the debt at due date.		354,384		334,152

Scottsdale Investment Corporation, unsecured, due interest at 12% per annum, and due on demand.		400,000		400,000

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

		900,417		881,637

On February 2, 2010, the Company issued a convertible note to secure an outstanding $75,000 loan payable. The note bears interest at a rate of 10% per annum and may be converted at any time into shares of the Company’s common stock at a price of $0.05 per share, at the option of the holder.

In accordance with ASC 470-20, Debt with Conversion and Other Options, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $75,000 as additional paid-in capital and an equivalent discount which will was charged to operations over the term of the convertible debenture. The Company recorded accretion expense over the term of the convertible note up to its face value of $75,000. On April 12, 2010, the note was converted into 1,500,000 shares of the Company's common stock.

9. Common Stock

a)	On February 3, 2010, pursuant to the post merger agreement described in Note 3, the former officer and director and a company controlled by the former officer and director returned for cancellation 52,223,931 shares of common stock for no proceeds.

b)	On April 12, 2010, the Company issued 1,500,000 shares of common stock upon the conversion of the $75,000 note described in Note 8.

F-11

9. Common Stock (continued)

c)	On April 12, 2010, the Company settled $984,350 of amounts owing to related parties by issuing 14,062,141 shares of common stock. The Company recorded a loss on the settlement of debt of $562,486. Refer to Notes 7(a), (b) and (c).

d)	On April 30, 2010, the Company settled $67,184 of amounts owed to companies controlled by a former officer and director of the Company by issuing 447,890 shares of common stock. The Company recorded a loss on settlement of debt of $17,915. Refer to Note 7(f).

e)	On April 30, 2010, a company controlled by the President of the Company acquired certain assets from the Company's wholly owned subsidiary PetsMobility in consideration for the return and cancellation of 2,000,000 shares of common stock. Refer to Note 4.

10. Share Purchase Warrants

On February 28, 2009, the Company issued 78,000 share purchase warrants to consultants of the Company for services provided. Each warrant allows the warrant holder to purchase one share of common stock at $0.50 per share for a period of five years from the date of issuance.

On July 24, 2009, the Company issued 330,705 share purchase warrants as part of a private placement. Each warrant allows the warrant holder to purchase one share of common stock at $0.90 per share for a period of two years from the date of issuance.

	Number of Warrants		Exercise Price $

Balance – October 31, 2008		1,378,000		0.50

Issued		408,705		0.82

Balance – October 31, 2009 and April 30, 2010		1,786,705		0.57

As at April 30, 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

11. 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 six month period ending April 30, 2010, stock-based compensation expense of $319,539 (2009 - $65,190) was charged to operations.

F-12

11. Stock Options (continued)

The following table summarizes stock option plan activities:

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

Balance – October 31, 2009		625,000		0.82				–

Granted		2,000,000		0.15

Outstanding April 30, 2010		2,625,000		0.30		5.47		80,000
Exercisable April 30, 2010		2,125,000		0.34		5.61		60,000

A summary of the status of the Company’s non-vested shares as of April 30, 2010, and changes during the nine months ended April 30, 2010 is presented below:

	Number of Shares			Weighted Average Grant Date Fair Value
				$

Non-vested at October 31, 2009		–			–

Granted		2,000,000			0.19
Vested		(1,500,000	)		0.19

Non-vested at April 30, 2010		500,000			0.19

Additional information regarding stock options as of April 30, 2010, 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 April 30, 2010, the Company had 500,000 options and $58,157 of unrecognized compensation expense.

12. Commitments

On January 3, 2008, the Company through its wholly owned subsidiary Charity Tunes Inc., entered into an Agency and Promotion agreement (the “Agreement”) with World Wildlife Fund Canada (“WWF-Canada”) to raise money and awareness of WWF-Canada’s cause through the participation in promotional programs with Charity Tunes. The term of the agreement is one year, extended from year to year with a termination notice of 30 days prior to the end of a term by either party.

The Company will collect an amount equal to a minimum of 10% of the sale price of a song or other digital content or products sold in its website for which purchasers select WWF-Canada as the recipient of the donation. Donations collected will be forwarded to WWF-Canada every calendar quarter if donations owed by Charity Tunes are at least $100.

On October 10, 2007, the Company entered into an amendment agreement with Puretracks Inc. (“Puretracks”), whereby the Company agreed to pay to Puretracks, effective as of August 29, 2007, CDN$0.09 per track and CDN$1.08 per album download from the Company’s Charity Tunes website in Canada and $0.08 per track and $0.96 per album downloaded from the Company’s Charity Tunes website in the United States.

F-13

12. Commitments (continued)

On September 10, 2009, the Company entered into a consulting agreement with a consultant who will provide consulting services for $4,622 (Cdn $5,000) and 10,000 shares of common stock per month for a term of two months. As at October 31, 2009 and April 30, 2010, the fair value of 20,000 shares of $9,000 was included in common stock issuable.

d)	The Company rents facilities from other entities. Rent expense for these facilities for the three months ended April 30, 2010 and 2009 was $19,132 and $31,741 respectively. The facility leases expire within the next year.

As of April 30, 2010, approximate future minimum lease payment required under non-cancelable operating leases is as follows for the fiscal year ended:

2010 $43,194

On November 27, 2009, the Company entered into a promotional agreement with ConAgra Foods Canada Inc (“Con Agra”). Pursuant to the agreement, the Company shall make its music catalogue available as a promotion from approximately February 28, 2010 to September 30, 2010 in exchange for $113,799 (Cdn $115,602).

On February 23, 2010, the Company entered into a trademark license agreement (the “Trademark License Agreement”) Pursuant to the Trademark License 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 Trademark License Agreement shall expire 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.

13. Contingent Liability

McCann Family Holding Corporation (“McCann”) filed a lawsuit against the Company for the repayment of the promissory notes dated May 7 and May 22, 2008. The Company has defended the lawsuit on the basis that the funds were not due because they were in fact advanced to and utilized by a company related to McCann, even though the Company executed the promissory notes. McCann applied to the courts for a summary judgment and the Company opposed that application. The promissory notes are included in current liabilities as disclosed in Note 8. On June 7, 2010, the parties entered into a mutual release and settlement agreement and a notice was filed in court to discontinue the action.

F-14

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

Forward-Looking Statements

This quarterly report on Form 10-Q 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.

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 law, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in U.S. dollars and are prepared in accordance with generally accepted accounting principles in the United States. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report.

As used in this quarterly report, the terms "we", "us", "our" and "our company" mean On4 Communications, Inc., unless otherwise indicated.

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. We recently changed our fiscal year end from February 28 to 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, that was subsequently amended on April 7, 2009 (the “Merger Agreement”). On May 1, 2009, we completed the merger, with us as the surviving entity. As a result, we now have 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; and (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.

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 broadcasting of proprietary and non-proprietary content. Location-based service 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 sell phones.

Results of Operations

Our results of operations are presented below:

	Three Months Ended April 30, 2010 ($)		Three Months Ended April 30, 2009 ($)		Six Months Ended April 30, 2010 ($)		Six Months Ended April 30, 2009 ($)		Accumulated from June 5, 2006 (Date of Inception) to April 30, 2010 ($)
Revenue		73,219		-		131,218		-		149,964
Cost of Sales		32,064		-		59,219		-		62,568
Operating Expenses		527,477		4,058		735,066		616,997		10,647,895
Net Loss		702,282		25,789		954,143		674,329		11,955,636

Results of Operations for the Three and Six Months Ended April 30, 2010 and for the Period from June 5, 2006 (Date of Inception) to April 30, 2010

For the three months ended April 30, 2010, we incurred a net loss of $702,282, compared to a net loss of $25,789 during the same period in fiscal 2009. For the six months ended April 30, 2010, we incurred a net loss of $954,143, whereas our net loss for the six months ended April 30, 2009 was 674,329. Our net loss from out inception on June 5, 2006 to April 30, 2010 was $11,955,636. Our net loss per share for the three and six months ended April 30, 2010 came to $0.01, whereas we did not experience any loss per share during the three months ended April 30, 2009 and our loss per share for the six months ended April 30, 2009 was $0.03.

Our total operating expenses for the three months ended April 30, 2010 were $527,477, compared to total operating expenses of $4,058 for the same period in fiscal 2009. During the six months ended April 30, 2010 we incurred an operating loss of $663,067 as compared to $616,997 incurred during the same period ended April 30, 2009. Our total operating loss from our inception on June 5, 2006 to April 30, 2010 was $10,560,499.

Our total operating expenses for the three months ended April 30, 2010 consisted of $3,759 in advertising and marketing expenses, $1,738 in amortization of intangible assets, $2,707 in amortization of property and equipment, $326,915 in consulting fees, $28,061 in foreign exchange loss, $41,937 in general and administrative expenses, $45,000 in management fees, $74,524 in professional fees and $2,836 in research and development. We did not incur any other operating expenses during this period.

Our total operating expenses for the three months ended April 30, 2009 consisted of $1,791 in advertising and marketing expenses, $1,620 amortization of intangible assets and $647 in consulting fees. We did not incur any other operating expenses during this period.

During the six month period ended April 30, 2010, our total operating expenses consisted of $5,648 in advertising and marketing expenses, $3,477 in amortization of intangible assets, $5,427 in amortization of property and equipment, $343,081 in consulting fees, $34,779 in foreign exchange loss, $74,620 in general and administrative expenses, $90,000 in management fees, $16,838 in payroll expenses, $155,503 in professional fees and $5,683 in research and development. We did not incur any other operating expenses during this period.

In comparison, during the six month period ended April 30, 2009, our total operating expenses consisted of $30,882 in advertising and marketing, $3,581 in amortization of intangible assets, $6,732 in amortization of property and equipment, $297,364 in consulting fees, $192 in foreign exchange loss, $83,271 in general and administrative expenses, $177,000 in management fees, $432 in payroll expenses, $17,239 in professional fees and $304 in research and development expenses. We did not incur any other operating expenses during this period.

Our total operating expenses from our inception on June 5, 2006 to April 30, 2010 consisted of $231,228 in advertising and marketing expenses, $14,661 in amortization of intangible assets, $44,015 in amortization of property and equipment, $2,009,759 in consulting fees, $254,513 in foreign exchange loss, $1,065,104 in general and administrative expenses, $2,050,401 in impairment goodwill, $2,871,524 in impairment of intangible assets, $1,078,596 in management fees, $46,354 in payroll expenses, $587,075 in professional fees and $394,665 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 increase in our operating expenses for the three and six months ended April 30, 2010 was primarily due to increase in our professional fees and management fees.

Liquidity and Capital Resources

As of April 30, 2010, we had cash of $173 in our bank accounts. As of April 30, 2010, we also had prepaid expenses and deposits of $41,894, goodwill of $1,163,883, intangible assets of $63,302, and property and equipment of $5,462, for total assets of $1,274,714.

As of April 30, 2010, we had current assets of $42,067, current liabilities of $1,870,381 and a working capital deficit of $1,828,314. Our accumulated deficit from our inception on June 5, 2006 to April 30, 2010 was $12,039,108 and was funded primarily through equity financing.

We are dependent on funds raised through our equity financing. Our net loss of $11,955,636 from our inception on June 5, 2006 to April 30, 2010 was funded primarily through equity financing.

For the six months ended April 30, 2010, we spent net cash of $132,776 on operating activities, compared to net cash spending of $152,619 on operating activities during the same period in fiscal 2009. The decrease in expenditures on operating activities for the six months ended April 30, 2010 was primarily due a decrease in the amounts due to related parties and accounts payable, and an increase in accounts receivable. From our inception on June 5, 2006 to April 30, 2010 we spent net cash of $2,780,185 on operating activities.

For the six months ended April 30, 2010, we used net cash of $2,897 in investing activities, whereas we did not use or receive any cash from investing activities during the same period in fiscal 2009. The increase in expenditures on investing activities for the six months ended April 30, 2010 was primarily due to the acquisition of property and equipment. From our inception on June 5, 2006 to April 30, 2010 we spent net cash of $1,990,417 on investing activities.

For the six months ended April 30, 2010, we received net cash of $116,592 from financing activities, whereas we did not receive any cash from financing activities during the same period in fiscal 2009. The increase in receipts from financing activities for the six months ended April 30, 2010 was primarily due to increase in the proceeds from notes payable and related parties. From our inception on June 5, 2006 to April 30, 2010, we received net cash of $4,715,781 from financing activities.

During the six months ended April 30, 2010, our monthly cash requirements to fund our operating activities was approximately $22,129 compared to approximately $25,436 during the same period in fiscal 2009.

We estimate our planned expenses for the next 12 months (beginning May, 2010) 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
Accounting and legal	12 months	150,000
Unallocated working capital	12 months	100,000
Debt repayment	12 months	900,000
Total		1,700,000

Our general and administrative expenses for the year will consist primarily of telephone service, courier service, postage, office supplies, banking, and website, server and software maintenance.

Based on our planned expenditures, we require additional funds of approximately $1,699,827(a total of $1,700,000 less our approximately $173 in cash as of April 30, 2010) 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 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. Our financial statements for the six months ended April 30, 2010 have been prepared on a going concern basis.

We will require approximately $1,700,000 over the next 12 months in order 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 the balance of our cash requirements for the next 12 months (approximately $1,699,827) from private placements, stockholder loans or possibly a registered public offering (either self-underwritten or through a broker-dealer). If we are unsuccessful in raising enough money through such efforts, we may review other financing possibilities such as bank loans. 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.

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 financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Inflation

The amounts presented in the 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.

Research and Development

We incurred $2,836 in research and development expenses during three months ended April 30, 2010 and $5,683 during six months ended April 30, 2010. We spent $394,665 on research and development since our inception on June 5, 2006. However, we anticipate that we will incur approximately $100,000 in research and development expenses over the next 12 months.

Employees

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

Critical Accounting Policies

Our critical accounting policies, including their underlying assumptions and judgments, are disclosed in the Notes to the consolidated Financial Statements. These policies have been consistently applied in all material respects and address such matters as revenue recognition and depreciation methods. The preparation of the financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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. Actual results could differ from those estimates. The accounting treatment of a particular transaction is specifically dictated by generally accepted accounting principles in the United States, with no need for the application of management’s judgment. There are also areas in which management’s judgment in selecting any viable alternative would not produce a materially different result. The following are what management considers our critical accounting policies to be:

Interim Consolidated Financial Statements

Revenue Recognition

Earnings Per Share

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) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us 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 Securities and Exchange Commission's rules and forms 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.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of October 31, 2009. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

Our auditors, Saturna Group Chartered Accountants LLP, have not and were not required to review and issue an independent report regarding the effectiveness of our internal controls over financial reporting for the year ended October 31, 2010.

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 on Form 10-K for the year ended October 31, 2010.

During the period ended April 30 2010, Penny Green resigned as our Chief Financial Officer and Principal Accounting Officer and Cameron Robb, our current President and Chief Executive Officer, was appointed as the interim Chief Financial Officer. As a result the management and financial oversight of the Company is conducted by our sole officer, creating a risk of misappropriation of funds.

As such, there were no other changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) during the quarterly period ended April 30, 2010 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

On June 7, 2010, we settled all actions described below.

On October 30, 2008, the McCann Family Holding Corporation filed a Statement of Claim in the Alberta Court of Queen’s Bench to initiate a lawsuit against On4 Communications, Inc., the private Arizona company with whom we merged on May 1, 2009. In the Statement of Claim, McCann seeks judgment with respect to two promissory notes in the total amount of approximately $350,000 plus interest on both notes at the rate of 13% per annum from October 17, 2008, as well as costs. We executed the first promissory note in the amount of approximately $250,000 in favor of McCann on May 7, 2008, and the second promissory note in the amount of approximately $83,000 in favor of McCann on May 22, 2008. Both notes became due and payable on June 30, 2008.

On August 24, 2009 we filed a Statement of Claim in the Alberta Court of Queen’s Bench to initiate a lawsuit against DataTrail Inc. In the Statement of Claim, we are seeking the following from DataTrail:

●	judgment for debt in the amount of approximately $960,000;

●	interest on that amount pursuant to the terms of a Loan Agreement between us and DataTrail dated October 3, 2007;

●	an order for specific performance directing that DataTrail provide a Security Agreement to us pursuant to the terms of the Loan Agreement, and specifically in respect of certain intellectual property rights owned by DataTrail;

●	an interim and permanent injunction preventing DataTrail from dealing in any way with such intellectual property rights;

●	indemnity in respect of any amount we are adjudged to be liable for in an action instituted by the McCann Family Holding Corporation against us on October 30, 2008; and

●

costs.

We defended the lawsuit on the basis that the funds were not due since they were in fact advanced to and utilized by a company related to McCann, even though we executed the promissory note. Subsequent to the end of the three months period ended April 30, 2010, the parties entered in a mutual release and settlement agreement, and on June 7, 2010 a notice was filed in court to discontinue the action.

Other than as described above, we are not aware of any undisclosed legal proceedings to which we are a party or of which our property or our subsidiary 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

On April 30, 2010, we approved a conversion of debt in the amount of $67,183 owed to two of our lenders, into 447,890 shares of our common stock at the price of $0.15 per share. These securities were issued without a prospectus pursuant to Regulation S of Securities Act of 1933, as amended.

On April 22, 2010, we completed a conversion of debt in the amount of $984,350 owed to three lenders, into shares of our common stock at the price of $0.07 per share. Cameron Robb, our President, Chief Executive Officer and a director, and a company directed and controlled by Mr. Robb, were among the lenders. Mr. Robb and his company together received 7,963,460 shares as a result of the conversion. We issued a total of 14,062,141 shares of its common stock to the three debtholders. These securities were issued without a prospectus pursuant to Regulation S and Section 4(2) of the Securities Act of 1933, as amended.

On April 12, 2010, we approved a conversion of debt owed to S&L Investments, LLP in the amount of $75,000 at the price of $0.05 per share into 1,500,000 shares of our common stock. We issued these securities without a prospectus pursuant to Section 4(2) of the Securities Act of 1933.

On March 3, 2010, we granted 2,000,000 options to purchase shares of our common stock at a price of $0.15 per share to our consultant as compensation for his services. 1,500,000 of these options vested immediately, 250,000 options vested on June 1, 2010 and the remainder shall vest on December 1, 2010. None of these options have been exercised yet. The options were issued without prospectus pursuant to Section 4(2) of the Securities Act of 1933, as amended.

We issued the shares pursuant to Rule 903 of Regulation S of the Securities Act on the basis that the sale of the common stock was completed in an "offshore transaction", as defined in Rule 902(h) of Regulation S. We did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the units. Each investor was not a US person, as defined in Regulation S, and was not acquiring the shares for the account or benefit of a US person.

Our reliance upon the exemption under Section 4(2) of the Securities Act of 1933 was based on the fact that the issuance of these shares did not involve a “public offering.” Each offering was not a "public offering" as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the investors had the necessary investment intent as required by Section 4(2) since they agreed to and received a share certificate bearing a legend stating that such shares are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a "public offering." The investors negotiated the terms of the transactions directly with our executive officers. No general solicitation was used, no commission or other remuneration was paid in connection with these transactions, and no underwriter participated. Based on an analysis of the above factors, these transactions were effected in reliance on the exemption from registration provided in Section 4(2) of the Securities Act for transactions not involving any public offering.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

On April 29, 2010, we entered into an asset purchase agreement with On4 Communications, Inc., a Canadian corporation and our shareholder (“On4 Canada”). Pursuant to the agreement, we transferred all assets related to the business of its subsidiary company, PetsMobility, Inc., with the exception of certain intellectual property, to On4 Canada. In consideration for the transfer, On4 Canada returned 2,000,000 shares of our common stock to the treasury.

At April 30, 2010, the assets disposed of had a carrying value of $nil. The board determined that it was in the best interests of the Company to dispose of the assets in PetsMobility which were losing money and costing the Company expense, but retain the elements of the intellectual portfolio that the Company intended to develop and which the board determined held the greatest potential. Specifically, PetsMobility has retained ownership of:

1.	All rights and assets related to PetsCell technology;

2.	Pawtrax software GUI, for which patent is pending; and

3.	Trademark application 1,380,122 for “PAWTRAX”, filed in Canada on January 14, 2008 and formalized on January 29, 2008.

On April 30, 2010, we entered into an asset purchase agreement among Charity Tunes Inc., its subsidiary company, Bacchus Filings Inc., Bacchus Entertainment Ltd. and Penny Green, whereas we transferred the rights and title to assets used in connection with an online music promotional business known as MyFanPro and its website www.myfanpro.com to Bacchus Filings Inc. In consideration for this transfer, Ms. Green and Bacchus Entertainment Ltd. released us from our obligations under a debt of approximately $432,600 owed to them.

On February 3, 2010, we repaid $75,000 towards debt owed to Penny Green, the our former Chief Executive Officer and director, and Bacchus Entertainment Ltd., a company controlled and directed by Ms. Green. We made the payment in accordance with a post merger agreement, among Penny Green, Bacchus Entertainment Ltd. and Bacchus Filing Inc. and ourselves, dated September 14, 2009.

Pursuant to the Post Merger Agreement, Penny Green and Bacchus Entertainment Ltd. cancelled a total of 52,223,931 shares of common stock in our capital. After the cancellation, there are 47,651,046 shares of our common stock issued and outstanding.

As result of the cancellation of shares, a change of control occurred, whereupon Penny Green ceased to be the beneficial owner of the majority of issued and outstanding shares of our common stock.

Item 6. Exhibits

Exhibit Number	Exhibit Description
10.1	Asset Purchase Agreement, dated April 29, 2010
10.2	Asset Purchase Agreement, dated April 30, 2010.
10.3	Debt Conversion Agreement of C. Robb, dated April 12, 2010
10.4	Debt Conversion Agreement of G. Jessop, dated April 11, 2010
10.5	Debt Conversion Agreement of On4 Communications, Inc. (Canada), dated April 12, 2010.
31.1	Certification of the Principal Executive Officer and Principal 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 Principal Executive Officer and Principal 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: June 22, 2010	On4 Communications, Inc.

	By:	/s/ Cameron Robb
		Cameron Robb
		President, Chief Executive Officer, Interim Chief Financial Officer and Director