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May 29, 2024
Darryl Payne
Chief Executive Officer
TV Channels Network Inc.
7582 Law Vegas Blvd. South
Las Vegas, Nevada 89123
Re:TV Channels Network Inc.
Offering Statement on Form 1-A
Filed May 13, 2024
File No. 024-12435
Dear Darryl Payne:
            We have reviewed your offering statement and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response. After
reviewing any amendment to your offering statement and the information you provide in
response to this letter, we may have additional comments.
Offering Statement on Form 1-A
Cover page
1.As it appears that you have an undetermined time to process subscription requests and can
reject a subscription for any reason and may terminate the offering at any time. Please
provide us with your analysis regarding whether your offering should be considered an
impermissible delayed offering and not a continuous offering within the meaning of Rule
251(d)(3)(i)(F) of Regulation A. In addition, revise your disclosure to disclose the details
of your process for accepting or rejecting subscriptions and the mechanics of settlement,
including how soon after receipt of a subscription you will accept or reject such
subscription, what factors will go into deciding whether to accept or reject a subscription,
what factors will go into deciding when to settle subscriptions, how you will inform
investors of the settlement cycle, how soon after you make final determination to accept or
reject a subscription will that settlement occur, and the process for returning proceeds to
investors for those subscriptions that are rejected. We note, for example, your disclosure
that you "will deliver stock certificates attributable to shares purchased directly to the
Purchasers within ninety (90) days of the closing of this offering." Furthermore, in your

 FirstName LastNameDarryl Payne
 Comapany NameTV Channels Network Inc.
 May 29, 2024 Page 2
 FirstName LastNameDarryl Payne
TV Channels Network Inc.
May 29, 2024
Page 2
subscription agreement you state "[t]his subscription may be accepted or rejected in whole
or in part, for any reason or for no reason, at any time prior to the Termination Date, by
the Company at its sole and absolute discretion. In addition, the Company, at its sole and
absolute discretion, may allocate to the Investor only a portion of the number of the
Shares that Investor has subscribed for hereunder. The Company will notify Investor
whether this subscription is accepted (whether in whole or in part) or rejected."
2.In your termination language, you refer to the company’s ability to extend the offering
“without further notice.” Please provide further details on how you will go about
extending the termination date.
Summary of the Offering, page 2
3.You state here that subscriptions will be limited to Accredited Investors (AIs) or 35 non-
AIs. This contradicts with the Investor Suitability Standards on pages 29-30 where
you recognize there can be non-AIs subject to Rule 251(d)(2)(i)(C)10% investment caps.
Please correct the discrepancy.
Description of Business, page 15
4.You note here that you are “beginning to develop strategic referral partnerships with
investment newsletters and websites catering to our target market.” Please tell us how
these communications comply with Rules 251(d), 254, and 255.
Securities Being Offered
Investor Suitability Standards, page 30
5.We note your reference to the thresholds and definitions for accredited investor status set
forth in Regulation D under Rule 501(a).  However, those thresholds and definitions do
not appear to be accurate including references to $2M in income being the joint income
threshold, and references to net worth including a home. Please revise your definition of
"accredited investor"  in line with the thresholds and definitions identified in Rule
501(a). In addition, revise to clarify that the 251(d)(2)(i)(C) 10% investment restriction as
disclosed is in line with Rule 251(d)(2)(i)(C) and does not necessarily apply to all
purchasers (but rather non-accredited investors).
Exhibits
6.Please provide a currently dated consent from your auditor and counsel. Refer to Item
17(11) of Part III of Form 1-A.
7.We note that it appears your articles of incorporation filed as Exhibit 2a authorizes zero
shares of common stock. However, your offering statement discloses on page 2 that you
are authorized to issue 800,000,000 shares of common stock. Please file any amendments
to your articles of incorporation that show the accurate number of authorized shares.
8.Please file an updated subscription agreement with your next amendment.

 FirstName LastNameDarryl Payne
 Comapany NameTV Channels Network Inc.
 May 29, 2024 Page 3
 FirstName LastName
Darryl Payne
TV Channels Network Inc.
May 29, 2024
Page 3
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff. We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            Please contact Aliya Ishmukhamedova at 202-551-7519 or Matthew Derby at 202-551-
3334 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology