SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF ~~THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~THE ofSECURITIES ~~Report~~EXCHANGE ~~(Date~~ACT ofOF ~~earliest event reported): February 25, 2014~~1934

Date of Report (Date of earliest event reported): October 3, 2014 (October 2, 2013)

ON4 COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-34297	98-0540536
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)
	Suite 1704—1188 West Pender Street Vancouver, BC, Canada V6E0A2
	(Address of principal executive offices)
	(604) 620-6879
	(Registrant’s Telephone Number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ON4 COMMUNICATIONS, INC.

Form 8-K

Current Report

ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW

On ~~February~~October 241, 2014, ~~management of~~ On4 Communications, Inc. (the “Company”) ~~concluded~~filed ~~that~~its ~~the~~Quarterly ~~previously~~Report ~~filed~~on ~~unaudited~~Form ~~consolidated~~10-Q and accompanying financial statements and footnotes without the consent of Saturna Group Chartered Accountants LLP (“Saturna Group”), the Company as’s ofindependent registered certified public accounting firm, and ~~for~~prior to the ~~quarterly~~completion ~~periods~~of ~~ended~~their ~~April~~review 30of the financial statements as required by Regulation S-X as promulgated under the Securities Act of 1934. On October 2, ~~2013~~2014, ~~and~~the ~~July~~Board 31of Directors of the Company was notified by Saturna Group of this non-compliance, ~~2013~~and ~~requires~~accordingly ~~restatement~~the toBoard ~~account~~of ~~for~~Directors ~~debt~~concluded ~~obligations~~ that ~~were~~the ~~not~~financial ~~provided~~statements orfor ~~disclosed~~the tothree ~~our~~and ~~independent~~nine ~~auditors~~months ended July 31, ~~and~~2014 ~~were~~should ~~material~~not tobe ~~our~~relied upon pending independent review of the financial statements by Saturna Group.

As a result of the ~~pending restatements~~foregoing, the ~~consolidated~~ Company will amend and restate our financial statements for the ~~quarters~~quarterly period ended ~~April 30, 2013 and~~ July 31, ~~2013~~2014, ~~contained~~upon incompletion ~~our~~of ~~2013~~Saturna ~~Quarterly~~Group’s ~~Reports on~~review. The amended Form 10-Q ~~should~~will nobe ~~longer~~filed beas ~~relied~~soon ~~upon~~as possible.

WeThe ~~therefore~~Company’s ~~will~~management ~~restate~~has ~~our~~discussed ~~financial statements for~~ the ~~quarterly~~matters ~~periods~~disclosed ~~ended~~in ~~April~~Item ~~30,~~4.02 ~~2013~~of ~~and~~this ~~July~~Form ~~31,~~8-K ~~2013~~with toSaturna ~~reflect~~Group ~~the~~Chartered ~~aforementioned~~Accountants ~~changes~~LLP.

~~The Company will amend its Form 10-Q for the periods ended April 30, 2013 and July 31, 2013 to include the restated financial statements. The amended Forms 10-Q will be filed as soon as possible.~~SIGNATURE

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

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


	ON4 COMMUNICATIONS, INC.
Date: October 3, 2014	By:	/s/ Clayton Moore
		Clayton Moore
		Chief Executive Officer & President

	ON4 COMMUNICATIONS, INC.
Date: February 25, 2014	By:	/s/ Clayton Moore
		Clayton Moore
		Chief Executive Officer & President

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