UNITED
STATES
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 of Report
(Date of earliest event reported): February 8, 2010
ON4 COMMUNICATIONS
INC.
(Exact name of
registrant as specified in its charter)
DELAWARE
(State or other
jurisdiction of incorporation)
Commission File
Number: 000-53666
10575 N.114th Street, Suite
103
Scottsdale, AZ
85259
(Address of
principal executive offices)
480.344.7755
(Registrant’s
telephone number, including area code)
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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d
-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e
-4(c))
Item
5.01 Changes in Control of Registrant.
On
February 3, 2010, On4 Communications Inc. (the “Company) repaid $75,000 towards
debt owed to Penny Green, the Company’s Chief Executive Officer and director,
and Bacchus Entertainment Ltd., a company controlled and directed by Ms. Green.
The Company made the payment in accordance with a post merger agreement (the
“Post Merger Agreement”), among the Company, Penny Green, Bacchus Entertainment
Ltd. and Bacchus Filing Inc., 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 the capital of the Company. After
the cancellation, there are 47,651,046 shares of the Company’s 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 the Company’s common stock.
Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
The following table
sets forth the ownership, as of February 5, 2010, of our common stock by each of
our directors, by all of our executive officers and directors as a group and by
each person known to us who is the beneficial owner of more than 5% of any class
of our securities. As of February 5, 2010, there were 47,651,046 shares of our
common stock issued and outstanding. All persons named have sole or shared
voting and investment control with respect to the shares, except as otherwise
noted. The number of shares described below includes shares which the beneficial
owner described has the right to acquire within 60 days of the date of this
report.
2
|
Title
of Class
|
Name
and Address of Beneficial
Owner
|
Amount
and Nature
of Beneficial Ownership
|
Percent
of Class
|
| EXECUTIVE OFFICERS AND DIRECTORS AS A GROUP | |||
|
Common
|
Cameron Robb
(1)
15615 N.71st
Street
Scottsdale,
Arizona
USA 85254
|
15,850,000
(2)
|
33.29%
(6)
|
|
Common
|
Catherine
LeBlanc (3)
7 Vancouver
Street, Suite 207
Barrie,
Ontario
Canada L4M
4M1
|
0
|
0%
(7)(6)
|
|
Common
|
Penny Green
(4)
1820- 925
West Georgia Street
Vancouver,
British Columbia
Canada V6C
3L2
|
2,414,035
(5)
|
5.07%
(6)
|
|
All
Executive Officers and Directors as a Group
|
18,264,035
|
38.33%
(6)
|
|
| 5% BENEFICIAL OWNERS | |||
|
Common
|
On4
Communications. Inc.(6)
|
15,850,000
|
33.29%
|
|
Common
|
Bacchus
Entertainment Ltd. (6)
|
2,414,035
|
5.07%
|
|
All
5% Beneficial Owners
|
18,264,035
|
38.33%
|
|
3
1. Cameron Robb is our
President, Chief Executive Officer, and Director.
2. Includes 15,800,000
shares of our common stock held by On4 Communications, Inc. (Canada), a Canadian
federal corporation (“On4 Canada”) over which Mr. Robb and Gord Jessop share
voting and dispositive control. However, of the 15,800,000 shares, 4,336,001
shares are beneficially owned by Gord Jessop and 4,010,499 are beneficially
owned by other shareholders. On4 Canada is currently completing a
reorganization to transfer legal title to the beneficial owners of the
shares.
3. Catherine LeBlanc
is our Director.
4. Penny Green is our
Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer and
Director.
5. Includes 2,414,035
shares of our common stock held by Bacchus Entertainment Ltd., a company over
which Ms. Green exercises sole voting and dispositive
control.
6. Calculated based on
issued and outstanding shares of 47,651,046 as of February 5,
2010.
7. Less than
1%
Investors can
review the Post Merger Agreement in its entirely incorporated as an exhibit to
our quarterly report on Form 10-Q filed on September 18,
2009.
4
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 hereunto duly
authorized.
|
Date:
February 8, 2010
|
On4
Communications Inc.
|
|
(Registrant)
|
|
By:
|
/s/
Penny Green
|
|
| Penny Green | ||
|
Chief
Financial Officer, Principal Accounting Officer,
Director
|
5