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 April 3, 2025

Darryl Payne
Chief Executive Officer
TV Channels Network Inc.
7582 Las Vegas Blvd. South
Las Vegas, Nevada 89123

 Re: TV Channels Network Inc.
 Amendment No 1 to Form S-1
 Filed March 31, 2025
 File No. 333-284628
Dear Darryl Payne:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration 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 registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our February 27,
2025 letter.

Amendment No. 1 to Form S-1
Implications of Being an Emerging Growth Company, page 1

1. We note your response to prior comment 1. Please revise your discussion
of
 the qualifications for smaller reporting company status to remove the
statement that a
 smaller reporting company is an issuer that had annual revenue of less
than $250
 million. Refer to Securities Act Rule 405.
Selected Financial Data, page 4

2. Please revise to remove the "From Inception" column from the balance
sheet data
 section. If you choose to continue disclosing unaudited "From Inception"
income
 statement data, please revise the amounts presented in that column so
amounts (as
 restated) reflect the entire period from August 12, 2022 through
December 31, 2024.
 April 3, 2025
Page 2

 Also, please explain to us why you do not present income statement data
for the year
 ended December 31, 2023.
Risk Factors, page 7

3. We note your response to prior comment 4 regarding the fact that your
certificate of
 incorporation does not authorize any shares of preferred stock. Please
remove the
 references that suggest you have authorized shares of preferred stock on
pages 7, 19
 and elsewhere in the prospectus.
Use of Proceeds, page 20

4. You indicate in your response to prior comment 6 that you added
disclosure that $1.5
 million of the proceeds from the offering will go towards Mr. Payne s
salary, but we
 cannot locate the disclosure. Please provide this disclosure and revise
the percentage
 of net proceeds to be used for each purpose accordingly. In addition,
disclose whether
 Mr. Payne's outstanding loans to the company will be repaid with
proceeds from the
 offering.
Dilution, page 21

5. We note your response to prior comment 20. Since the offering by the
company is an
 underwritten offering, please revise the dilution table to remove the
33% and 66%
 funding level columns.
Description of Business
USA STREAMING RIGHTS LICENSED TO TV Channels Network Inc, page 24

6. Please disclose the name of the party with whom you have entered into
the Network
 Communications Dealer Agreement.
Directors, Executive Officers, Promoters, and Control Persons and Corporate
Governance
Independent Directors, page 36

7. We note your response to prior comment 12. You indicate in your response
 that additional directors have not yet been appointed, but your
disclosure continues to
 state that Ms. Stephens has been appointed to serve as an independent
director of the
 company effective immediately upon the effectiveness of the registration
statement.
 Please file a consent from Ms. Stephens to being named director or
revise the
 disclosure. Further update your disclosure to identify any directors
that you intend to
 appoint prior to or upon effectiveness of the registration statement.
Refer to
 Regulation S-K Item 401(a) and Securities Act Rule 438.
Audited Financial Statements
Report of Independent Registered Public Accounting Firm, page F-1

8. Please revise to include a report of the independent registered public
accounting firm
 that it is consistent with PCAOB AS3101. For example, we note:
 The report is not addressed to the Company's shareholders and Board
of Directors.
 The names of the financial statements referenced in the report are
not consistent
 with those used by management in the financial statements.
 April 3, 2025
Page 3

 The report excludes a statement containing the year the auditor
began serving
 consecutively as the Company's auditor.
Balance Sheet Statement, page F-3

9. Please revise the column headings within each of your financial
statements as of and
 for the period ended December 31, 2023 to indicate that amounts have
been restated
 from those previously reported.
Exhibits
23.1 Consent of Suri & Co., Chartered Accountants, page II-6

10. Please have your auditor clarify in their consent the periods covered by
their
 report dated March 28, 2025.
 Please contact Lisa Etheredge at 202-551-3424 or Robert Littlepage at
202-551-3361
if you have questions regarding comments on the financial statements and
related matters.
Please contact Matthew Crispino at 202-551-3456 or Kathleen Krebs at
202-551-3350 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
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