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EX-3.1 - CERTIFICATE OF AMENDMENT - ON4 COMMUNICATIONS INC.exhibit3-1.htm

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) March 13, 2012

ON4 COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)

Delaware 001-34297 98-0540536
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation)   Identification No.)

Suite 102 – 628 West 12th Avenue, Vancouver, BC V5Z 1M8
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (480) 525-4361

N/A
(Former name or former address, if changed since last report.)

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))


Item 5.03          Amendments to Articles of Incorporation or Bylaws

Item 5.07          Submission of Matters to a Vote of Security Holders

On March 13, 2012, On4 Communications, Inc. (the “Company”, “we”, “us”), received written consent from the board of directors and the holders of 52.40% of the Company’s voting securities to amend the Articles of Incorporation to increase our authorized capital.

On April 19, 2012, the Delaware Secretary of State accepted for filing of a Certificate of Amendment, wherein, we amended our Articles of Incorporation to increase the authorized number of shares of our common stock from 100,000,000 to 200,000,000 shares of common stock, par value of $0.0001 per share, effective April 20, 2012. Our preferred stock remains unchanged. The Certificate of Amendment is attached to this Current Report as Exhibit 3.1.

Item 9.01          Financial Statements and Exhibits

3.1 Certificate of Amendment filed with the Delaware Secretary of State on April 19, 2012


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.

ON4 COMMUNICATIONS, INC.

/s/ Tom Locke  
Tom Locke  
Chief Financial Officer  
   
Date: May 1, 2012