SecProbe.io

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 Request for Acceleration of Filing

 TV Channels Network, Inc.
 7582 Las Vegas Blvd. South
 Las Vegas, Nevada 89123
 (702) 721-9915

 April 8, 2025

 Matthew Crispino
 US Securities and Exchange Commission
 Washinton, D.C. 20549

 Re:
 TV Channels Network, Inc.

 Amendment No. 1 to the Offering Statement on Form 1-A

 File No. 333-284628

 Request for Acceleration of Filing

 Dear Mr. Crispino:

 TV Channels Network, Inc. (the “Company”), hereby requests that the U. S. Securities and Exchange Commission (“SEC”) take appropriate action to cause the above-referenced Registration Statement (File No.: 333-284628) to become effective at 5:00 PM Eastern Standard Time on Tuesday, April 8, 2025, or as soon thereafter as practicable.

 Further, the Company acknowledges that:

 · should the Commission or the staff, acting pursuant to delegated authority, declare the filing qualified, it does not foreclose the Commission from taking any action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing qualified, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · the company may not assert staff comments and the notice of qualification as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 · at least one state is ready to qualify.

 Should you have any further questions or comments, please do not hesitate to contact me at the number and address above.

 Should you have any further questions or comments, please do not hesitate to contact me at (630) 777-7173.

 Sincerely,

 /s/ Darryl Payne

 Darryl Payne
 Chief Executive Officer

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 April 7, 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 2 to Form S-1
 Filed April 4, 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 April 3,
2025 letter.

Amendment No. 2 to Form S-1
Explanatory Note, page iii

1. You disclose in this section that you are registering for resale
2,516,550 shares of
 common stock. On the cover page of the resale prospectus, in the selling
shareholder
 table, and in the legality opinion, however, you disclose that you are
registering for
 resale 2,550,550 shares. Please revise your disclosure to remove the
inconsistency.
Selected Financial Data, page 4

2. We note the revisions you made in response to prior comment 2. Please
revise so
 that:
 The column headings for your balance sheet and income statement data
reflect
 that the amounts presented in the 2023 columns have been restated
from amounts
 April 7, 2025
Page 2

 previously presented.
 The heading of your 2023 income statement data column indicates
that amounts
 presented are "For the year ended" December 31, 2023.
 The amount of "Total other assets" and "Net income (loss)
applicable to common
 shareholders" presented for each period are consistent with amounts
presented in
 your audited financial statements.
 The descriptions of your financial statement line items are
consistent with those
 used in your audited financial statements.
Capitalization, page 19

3. Please revise so that:
 The first sentence on this page correctly identifies the period
presented in the
 capitalization table.
 Amounts presented in the "actual" column are consistent with those
in your
 balance sheet on page F-2.
 The description of common stock (par value, number of authorized,
issued and
 outstanding shares and number of shares issued and outstanding) is
consistent
 with amounts presented on your balance sheet and the number of
shares issued
 and outstanding on a pro forma basis are disclosed for both
post-offering
 scenarios.
 The amounts presented in the "post-offering' columns are adjusted as
necessary in
 light of changes made to amounts presented in the "actual" column.
Use of Proceeds, page 20

4. You state in your response to prior comment 2 that you have added
disclosure
 that $1.5 million of the net proceeds of the offering will be allocated
to the salary of
 your Chief Executive Officer; however, we cannot locate this disclosure.
Please
 provide this disclosure and revise the percentage of net proceeds to be
used for each
 purpose accordingly.
Directors, Executive Officers, Promoters, and Control Persons and Corporate
Governance,
page 33

5. Please provide the information required by Regulation S-K Item 401 for
Mr.
 Okechukwa Ukah and Dr. Marshall Thompson.
Committees of the Board of Directors, page 36

6. Please identify which directors will serve on each board committee and
who qualifies
 as an audit committee financial expert.
Statements of Stockholders' Equity (Deficit), page F-4

7. As requested in prior comment 9, please revise the line item reflecting
balances as of
 December 31, 2023 to indicate that they have been restated from those
previously
 reported.
 April 7, 2025
Page 3

Exhibits
23.1 Consent of Independent Registered Public Accounting Firm, page II-6

8. We note your revisions in response to prior comment 10. Please have your
auditor
 revise to indicate that their consent applies to this Form S-1/A. They
should also
 consider the need to provide a currently dated consent in light of the
changes made to
 the audit opinion and financial statements since March 28, 2025.
General

9. Please provide risk factor disclosure that specifically addresses the
risks to investors if
 your common shares are not approved for listing by Nasdaq, but you
choose to
 proceed with the resale offering. These risks would include the impact
on the liquidity
 of the market for your shares, the value of the shares and price
volatility.
 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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 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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February 27, 2025
Darryl Payne
Chief Executive Officer
TV Channels Network Inc.
7582 Las Vegas Blvd. South
Las Vegas, Nevada 89123
Re:TV Channels Network Inc.
Registration Statement on Form S-1
Filed January 31, 2025
File No. 333-284628
Dear Darryl Payne:
            We have reviewed your 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.
Registration Statement on Form S-1
Implications of Being an Emerging Growth Company, page 1
1.Please update your disclosure to reflect that the current revenue threshold for an
Emerging Growth Company (EGC) is $1.235 billion. Also update your disclosure to
reflect the current qualifications for smaller reporting company status. Refer to the
definitions of EGC and smaller reporting company in Rule 405 under the Securities
Act.
Prospectus Summary
Our Company, page 1
Please clarify in this section that you are a development stage company, have not yet
generated any revenue and the company's independent auditors have raised doubt
about the company's ability to continue as a going concern. Briefly describe what
steps need to be taken for you to begin generating revenue, when you expect those 2.

February 27, 2025
Page 2
steps to be completed and the level of operations you expect to achieve with the net
proceeds of the public offering. Provide more detailed disclosure in the Business
Section of the steps, timing and funding required to achieve your various business
objectives described in that section.
Risk Factors
There has been no public market for our common stock prior to this offering..., page 8
3.You indicate that, if you fail to list on Nasdaq, you may seek quotation on the
OTCQX Best Market or OTCQB Venture Market of the OTC Link ATS. Please
revise to clarify that, if you are not approved for listing on Nasdaq, the underwritten
offering of shares by the company will not be completed.
We may issue shares of preferred stock in the future..., page 17
4.You indicate that your certificate of incorporation authorizes you to issue up to 800
million shares of preferred stock; however, your certification of incorporate does not
authorize any shares of preferred stock. Please revise as this risk factor does not
appear applicable to you. In addition, revise your disclosure under Description of
Securities to indicate that you have 800 million authorized shares of common stock
rather than 500 million shares.
Projections: Forward Looking Information, page 18
5.This section references projections prepared by the company. However, we cannot
locate any projections in the filing. Please advise.
Use of Proceeds, page 20
6.We note that your intended use of net proceeds accounts for less than 100% of the
proceeds of the offering. Please revise or advise. In addition, disclose the amount of
proceeds that will be used to pay Darryl Payne's annual salary of $3.0 million under
his new employment agreement.
Description of Business, page 23
7.Refer to the first graphic on page 24 that states "350+ Live National Premium
Channels & Live Concert Channels Coming Soon" and shows logos of well-known
channels. Please disclose the extent to which you have streaming rights for these
channels and if you have consent to use these companies' logos.
8.Please disclose the material terms of your material streaming and content licenses.
Management's Discussion and Analysis Or Plan of Operation
Summary Overview, page 31
9.You state in this section that management believes, without any additional funding or
revenues, the Company does not have sufficient cash to finance its operations for a
period of twelve months. You also state, however, that at this time, management does
not anticipate it will be required to seek outside funding to keep its business
operational for the next twelve months. Please revise to reconcile these
two contradictory statements or advise.

February 27, 2025
Page 3
Directors, Executive Officers, Promoters, and Control Persons and Corporate Governance,
page 32
10.We note that your director, Steven George, also serves as the Director of Sales and
Marketing for the company. It appears you should identify Mr. George as an
executive officer. Refer to the definition of executive office in Securities Act Rule
405.
Explanatory Paragraph in Our Independent Registered Public Accounting Firm Report, page
32
11.Please revise to update the date of your most recent audited financial statements.
Directors, Executive Officers, Promoters, and Control Persons and Corporate Governance
Board of Directors, page 33
12.You indicate in this section that your board of directors consists of five members.
Section 32 of your bylaws, however, states that the Board will consist of four
members. Please advise. Also, you have identified three directors and indicate that
you have entered into an independent director agreement with Ms. Stephens. Please
expand your disclosure to identify the individuals who will be nominated or chosen to
become directors or advise. For those that have been nominated and have not signed
the registration statement, file a consent to being named as about to become a director
as required by Securities Act Rule 438. Finally, you disclose on page 34 that your
board has appointed a separate Chairman of the Board who is not your Chief
Executive Officer. Please identify the Chairman of the Board.
Employment Agreements, page 37
13.Please file your employment agreement with Mr. Payne as an exhibit to the
registration statement. Refer to Item 601(b)(10)(iii) of Regulation S-K.
Certain Relationships and Related Party Transactions, page 43
14.Please revise to disclose the loans made to you by your CEO. Refer to Item 404(d) of
Regulation S-K.
Financial Statements, page F-1
15.We note your filing includes an audit report for only the fiscal year ended December
31, 2023. Please revise to include an audit report for two years of financial
statements.
16.Please update your Subsequent Events footnote through the date of your filing.
General
17.Please revise the prospectus cover page for each offering to reference the other
offering being conducted at the same time.
Please revise the prospectus cover page for the public offering to indicate that you are
registering the representative warrants and the shares issuable upon exercise of those
warrants. In addition, to the extent you retain a description of your business on the 18.

February 27, 2025
Page 4
prospectus cover page, disclose that you are a development stage company and have
not yet generated any revenue.
19.The prospectus cover page for the resale offering states that the selling shareholders
will offer and sell their shares "at a fixed price of $[ ] per share until our common
stock is quoted on the OTCQB or OTCQX marketplace, or listed on a national
securities exchange. Thereafter, these sales will occur at fixed prices, at market prices
prevailing at the time of sale, at prices related to prevailing market prices, or at
negotiated prices." This disclosure appears to indicate that the resale offering is not
conditioned on either the completion of the public offering or being approved for
listing on Nasdaq. If so, revise the prospectus for each offering to highlight this fact
and that the selling shareholders may offer and sell their shares at prices below the
price of the shares in the public offering. Disclose in the resale prospectus that
purchasers may be buying shares in a company that does not receive proceeds from
the public offering and discuss the consequences if the company does not receive this
funding.
20.Please revise the prospectus for the public offering, which is being conducted through
a firm commitment underwriting, to remove disclosure that indicates that you may not
sell all of the shares or that you are offering the shares on a best efforts basis. See, for
example, disclosure under Use of Proceeds, Dilution and Determination of Offering
Price.
21.Please supplementally provide us with copies of all written communications, as
defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so
on your behalf, present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not they retain copies of the communications.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Inessa Kessman at 202-551-3371 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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Request for Qualification

TV Channels Network, Inc.

7582 Las Vegas Blvd. South

Las Vegas, Nevada 89123

(702) 721-9915

July 11, 2024

VIA EDGAR TRANSMISSION

Aliya Ishmukhamedova

US Securities and Exchange Commission

Washinton, D.C. 20549

Re:TV Channels Network, Inc.

Amendment No. 1 to the Offering Statement on Form 1-A

File No. 024-12435

Request for Acceleration of Filing

Dear Ms. Ishmukhamedova:

TV Channels Network, Inc. (the "Company"), hereby requests that the U. S. Securities and Exchange Commission ("SEC") take appropriate action to cause the above-referenced Offering Statement (File No.: 024-12435) to become qualified at 5:00 PM Eastern Standard Time on Friday, July 12, 2024, or as soon thereafter as practicable.

Further, the Company acknowledges that:

·should the Commission or the staff, acting pursuant to delegated authority, declare the filing qualified, it does not foreclose the Commission from taking any action with respect to the filing;

·the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing qualified, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·the company may not assert staff comments and the notice of qualification as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

·at least one state is ready to qualify.

Should you have any further questions or comments, please do not hesitate to contact me at the number and address above.

Sincerely,

By: /s/ Darryl Payne

Name: Darryl Payne

Title: CEO

July 5, 2024
Darryl Payne
Chief Executive Officer
TV Channels Network Inc.
7582 Law Vegas Blvd. South
Las Vegas, Nevada 89123
Re:TV Channels Network Inc.
Amendment No. 1 to Offering Statement on Form 1-A
Filed June 21, 2024
File No. 024-12435
Dear Darryl Payne:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our May 29, 2024 letter.
Amendment No. 1 to Offering Statement on Form 1-A
Cover page
1.We note your response to prior comment 1 and language added to the cover page. Please
make corresponding changes to Summary and the Subscription Agreement. Furthermore,
revise your disclosure, including the subscription agreement, to describe the process for
accepting/rejecting subscriptions including the reasons for accepting/rejecting
subscriptions, and the mechanics of settlement including whether you are doing closings
on each individual subscription or will you bundle subscriptions together.
Exhibits
2.We note your response to prior comment 7. Please file as an exhibit the amendment that
you filed with the Nevada Secretary of State to correct the clerical error.

July 5, 2024
Page 2
3.Please revise the Subscription Agreement to include the signature of the correct entity, or
tell us why it is not required. In that regard, we note that the Subscription Agreement
references Hightimes Holding Corp in the signature block.
            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

United States securities and exchange commission logo
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

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Request for Qualification

July 25, 2023

VIA EDGAR TRANSMISSION

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:Request for Qualification for:

TV Channels Network, Inc.

Regulation A Offering Statement on Form 1-A

File No. 024-12290

Attention: Division of Corporate Finance

TV Channels Network, Inc. (“Company”) hereby respectfully requests qualification of the above-referenced Offering Statement to 1:00 p.m. EST on Thursday, July 27, 2023, or as soon as possible thereafter. Please send a copy of the written order from the Securities & Exchange Commission (the “Commission”) verifying the qualified time and date of the Offering Statement to our legal counsel, at 2401 Nowata Pl, Suite A, Bartlesville, OK 74006, Attention: Jacob Heskett

On behalf of the Company, we hereby acknowledge the following:

1.Should the Commission or the Staff, acting pursuant to delegated authority, declare the filing of the Offering Statement qualified, it does not foreclose the Commission from taking any action with respect to the filing;

2.The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing qualified, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

3.The Company may not assert Staff comments and the declaration of qualification as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions or comments regarding the foregoing, please do not hesitate to contact our legal counsel, Jacob Heskett at (918) 336-1773 or at jacob@hesklaw.com.

Sincerely,

TV Channels Network, Inc.

By: /s/ Darryl Payne

Name: Darryl Payne

Title: CEO…TV Channels Network, Inc.

United States securities and exchange commission logo
July 17, 2023
Darryl Payne
Chief Executive Officer
TV Channels Network Inc.
7582 Las Vegas Blvd South
Las Vegas, NV 89123
Re:TV Channels Network Inc.
Offering Circular on Form 1-A
Filed June 27, 2023
File No. 024-12290
Dear Darryl Payne:

            We have reviewed your offering statement and have the following comments.  In some of
our comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Offering Circular on Form 1-A submitted June 27, 2023
Plan of Distribution, page 14
1.We note that you refer to the securities to be offered as restricted securities. However, this
offering circular relates to an exemption under Regulation A. Please advise. Refer to
Section 3(b) to of the Securities Act of 1933 for additional guidance.
Exhibits
2.Please file a legality opinion covering the shares being offered as an exhibit to the offering
statement.  See Part III, Item 17(12) of Form 1-A.
3.Please file the consent of your independent auditor as an exhibit.  See Part III, Item 17(11)
of Form 1-A.

 FirstName LastNameDarryl Payne
 Comapany NameTV Channels Network Inc.
 July 17, 2023 Page 2
 FirstName LastName
Darryl Payne
TV Channels Network Inc.
July 17, 2023
Page 2
            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 Austin Pattan, Staff Attorney, at (202) 55106756 or Larry Spirgel, Office
Chief, at (202) 551-3815 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jacob Heskett