ON-AIR
IMPACT, INC.
|
(Exact
name of registrant as specified in its
charter)
|
Nevada
|
(State
or other jurisdiction of incorporation or
organization)
|
8742
|
(Primary
Standard Industrial Classification Code
Number)
|
27-2692640
|
(I.R.S.
Employer Identification Number)
|
130
Maple Avenue, Suite 6D, Red Bank, NJ 07701
(732)-530-7300
|
(Principal
Executive Office and Telephone
Number)
|
(Name,
address, including zip code, and telephone number, including area code, of
agent for service)
|
As soon as
practicable after this Registration Statement is declared effective.
|
(Approximate
date of commencement of proposed sale to the
public)
|
Large
accelerated filer
|
¨
|
Accelerated
filer
|
¨
|
Non-accelerated
filer
|
¨
|
Smaller
reporting
company
|
x
|
Title of Each Class of Securities
to be Registered
|
Amount to be
Registered (1)
|
Proposed Maximum
Offering Price Per
Share
|
Proposed Maximum
Aggregate Offering
Price
|
Amount of
Registration Fee
|
||||||||||||
Common
Stock, par value $0.0001
per
share
|
2,000,000 | (1) | $ | 0.10 | $ | 200,000 | $ | 14.30 | (2)(3) |
(1)
|
Pursuant
to Rule 415 of the Securities Act, these securities are being offered by
the Registrant on a delayed or continuous
basis.
|
(2)
|
Estimated
solely for the purpose of calculating the registration fee in accordance
with Rule 457(a) under the Securities
Act.
|
(3)
|
Fee
previously paid.
|
The
Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section
8(a) of the Securities Act, or until this Registration Statement shall
become effective on such date as the Securities and Exchange Commission
(or the “SEC”), acting pursuant to said Section 8(a), may
determine.
|
Item
|
Page
|
|
Summary
|
2
|
|
Risk
Factors
|
6
|
|
Description
of Business
|
14
|
|
Description
of Properties
|
18
|
|
Legal
Proceedings
|
18
|
|
Use
of Proceeds
|
18
|
|
Determination
of Offering Price
|
20
|
|
Dilution
|
20
|
|
Plan
of Distribution
|
21
|
|
Directors,
Executive Officers, Promoters and Control Persons
|
22
|
|
Security
Ownership of Certain Beneficial Owners and Management
|
25
|
|
Description
of Securities
|
25
|
|
Interest
of Named Experts and Counsel
|
27
|
|
Experts
|
27
|
|
Disclosure
of Commission Position of Indemnification for Securities Act
Liabilities
|
28
|
|
Organization
Within Last Five Years
|
28
|
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
29
|
|
Certain
Relationships and Related Transactions and Corporate
Governance
|
33
|
|
Market
for Common Equity and Related Stockholder Matters
|
34
|
|
Changes
in and Disagreements with Accountants and Financial
Disclosure
|
35
|
|
Where
You Can Find More Information
|
35
|
|
Financial
Statements
|
36
|
At July 13, 2010
|
||||
(Audited*)
|
||||
Balance
Sheet
|
||||
Cash
and Cash Equivalents
|
$ | 5,000 | ||
Total
Assets
|
$ | 5,000 | ||
Total
Liabilities
|
$ | 3,750 | ||
Total
Stockholders’ Equity
|
$ | 1,250 |
At July 13, 2010
|
||||
(Audited*)
|
||||
Statement
of Operations:
|
||||
Revenue
|
$ | 0 | ||
Net
Loss
|
$ | (3,750 | ) | |
Net
Loss Per Share of Common Stock , basic and diluted
|
Nil
|
OFFERING
SUMMARY
|
|
On-Air
Impact, Inc., a Nevada corporation
|
|
Securities Being
Offered:
|
2,000,000
shares of our Common Stock, par value $0.0001 per
share.
|
Offering
Price:
|
$0.10
per share
|
Minimum
Number of Shares to
Be Sold in This
Offering:
|
None
|
Company
Capitalization:
|
Common Stock:
100,000,000 shares authorized; 5,000,000 shares outstanding as of the date
of this prospectus.
Preferred
Stock: 10,000,000 shares authorized; no shares outstanding and no
series of preferred stock designated.
|
Common
Stock Outstanding
Before and After the
Offering:
|
5,000,000
Shares of our Common Stock are issued and outstanding as of the date of
this prospectus. Upon the completion of this offering, 7,000,000 shares
will be issued and outstanding assuming all of the shares offered are
sold.
|
Use of
Proceeds:
|
We
intend to use the proceeds to further develop and continue our business
operations and other general working capital and expenses incurred
relating to this registration statement. See “Use of Proceeds” section for
more information.
|
Escrow
Account:
|
The
proceeds from the sale of the shares in this offering will be payable to
“Virginia K.
Sourlis, Esq. Escrow Agent f/b/o On-Air Impact, Inc.”, our escrow
agent, and will be deposited in a non-interest bearing bank account and
closed upon from time to time, at the Company’s sole discretion, until the
Offering is terminated. All subscription agreements and checks are
irrevocable and should be delivered to The Sourlis Law Firm, Virginia K.
Sourlis, Esq., 214 Broad Street, Red Bank, NJ 07701. Failure to do so will
result in checks being returned to the investor, who submitted the check.
On-Air Impact, Inc.’s escrow agent, the Sourlis Law Firm, acts as legal
counsel for On Air Impact, Inc.
|
Risk
Factors:
|
See
“Risk Factors” and the other information in this prospectus for a
discussion of the factors you should consider before deciding to invest in
shares of our Common
Stock.
|
|
¨
|
that
a broker or dealer approve a person's account for transactions in penny
stocks; and
|
|
¨
|
the
broker or dealer receives from the investor a written agreement to the
transaction, setting forth the identity and quantity of the penny stock to
be purchased.
|
|
¨
|
obtain
financial information and investment experience objectives of the person;
and
|
|
¨
|
make
a reasonable determination that the transactions in penny stocks are
suitable for that person and the person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks.
|
|
¨
|
sets
forth the basis on which the broker or dealer made the suitability
determination; and
|
|
¨
|
that
the broker or dealer received a signed, written agreement from the
investor prior to the transaction.
|
|
-
|
Contains
a description of the nature and level of risk in the market for penny
stock in both Public offerings and secondary
trading;
|
|
-
|
Contains
a description of the broker’s or dealer’s duties to the customer and of
the rights and remedies available to the customer with respect to a
violation of such duties or other requirements of the Securities Act of
1934, as amended;
|
|
-
|
Contains
a brief, clear, narrative description of a dealer market, including “bid”
and “ask” price for the penny stock and the significance of the spread
between the bid and ask price;
|
|
-
|
Contains
a toll-free number for inquiries on disciplinary
actions;
|
|
-
|
Defines
significant terms in the disclosure document or in the conduct of trading
penny stocks; and
|
|
-
|
Contains
such other information and is in such form (including language, type, size
and format) as the Securities and Exchange Commission shall require by
rule or regulation.
|
|
-
|
The
bid and offer quotations for the penny
stock;
|
|
-
|
The
compensation of the broker-dealer and its salesperson in the
transaction;
|
|
-
|
The
number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market
for such stock; and
|
|
-
|
Monthly
account statements showing the market value of each penny stock held in
the customer’s account.
|
Offering
Proceeds
|
$ | 13,000 | ||
Marketing
& Sales Initiatives
|
$ | 5,000 | ||
Operating
Expenses (1)
|
$ | 5,000 | ||
Salaries
(2)
|
$ | 0.00 | ||
Production
of revenue producing media and content
|
$ | 1,000 | ||
General
Working Capital
|
$ | 2,000 | ||
Total
Estimated Use of Proceeds
|
$ | 13,000 |
(1)
|
Includes
legal fees, accounting fees, and general
overhead.
|
(2)
|
No
salaries will be paid until the company is
profitable.
|
Offering
Proceeds
|
$ | 93,000 | ||
Marketing
& Sales Initiatives
|
$ | 35,000 | ||
Operating
Expenses (1)
|
$ | 35,000 | ||
Salaries
(2)
|
$ | 0.00 | ||
Production
of revenue producing media and content
|
$ | 7,000 | ||
General
Working Capital
|
$ | 16,000 | ||
Total
Estimated Use of Proceeds
|
$ | 93,000 |
(1)
|
Includes
legal fees, accounting fees, and general
overhead.
|
(2)
|
No
salaries will be paid until the company is
profitable.
|
Offering
Proceeds
|
$ | 193,000 | ||
Marketing
& Sales Initiatives
|
$ | 75,000 | ||
Operating
Expenses (1)
|
$ | 75,000 | ||
Salaries
(2)
|
$ | 0.00 | ||
Production
of revenue producing media and content
|
$ | 29,000 | ||
General
Working Capital
|
$ | 14,000 | ||
Total
Estimated Use of Proceeds
|
$ | 193,000 |
(1)
|
Includes
legal fees, accounting fees, and general
overhead.
|
(2)
|
No
salaries will be paid until the company is
profitable.
|
If 10% of
|
If 50% of
|
If 100% of
|
||||||||||
Shares Sold
|
Shares Sold
|
Shares Sold
|
||||||||||
Book
value per share before offering
|
$ | 0.0003 | $ | 0.0003 | $ | 0.0003 | ||||||
Book
value per share after offering
|
$ | 0.0030 | $ | 0.0145 | $ | 0.0288 | ||||||
Net
increase to original shareholders
|
$ | 0.0028 | $ | 0.0142 | $ | 0.0285 | ||||||
Decrease
in investment to new shareholders
|
$ | 0.0970 | $ | 0.0855 | $ | 0.0713 | ||||||
Dilution
to new shareholders
|
97 | % | 86 | % | 71 | % |
|
a.
|
Edward Whitehouse and Dorothy
Whitehouse are officers and directors and are not subject to a statutory
disqualification, as that term is defined in Section 3(a)(39)of the Act,
at the time of their participation;
and
|
|
b.
|
Edward Whitehouse and Dorothy
Whitehouse are officers and directors and will not be compensated in
connection with their participation by the payment of commissions or other
remuneration based either directly or indirectly on transactions in
securities; and
|
|
c.
|
Edward Whitehouse and Dorothy
Whitehouse are officers and directors and are not, nor will they be at the
time of their participation in the offering, associated persons of a
broker-dealer; and
|
|
d.
|
Edward Whitehouse and Dorothy
Whitehouse are officers and directors and meet the conditions of paragraph
(a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that they (A) primarily
perform, or are intended primarily to perform at the end of the offering,
substantial duties for or on behalf of our Company, other than in
connection with transactions in securities; and (B) are brokers or
dealers, or been associated person of a broker or dealer, within the
preceding twelve months; and (C) have not participated in selling and
offering securities for any issuer more than once every twelve months
other than in reliance on Paragraphs (a)(4)(i) (a) (4)
(iii).
|
Person and Position:
|
Age:
|
Held Position Since:
|
||
Dorothy
Whitehouse
Chief
Executive Officer, President and Director
(Principal
Executive Officer and
Principal
Financial Officer)
|
38
|
May
26, 2010
|
||
Edward
Whitehouse
Secretary,
Treasurer and Director
|
40
|
May
26,
2010
|
Name and Position
|
Year
|
Annual Compensation
|
||
Dorothy
Whitehouse
Chief
Executive Officer, President and Director
(Principal
Executive Officer and
Principal
Financial/Accounting Officer)
|
2010
|
None
|
||
Edward
Whitehouse
Secretary,
Treasurer and Director
|
2010
|
None
|
Name and Position
|
Shares of
Common Stock(1)
|
Percentage of
Class
(Common)
|
Shares of
Preferred
Stock
|
Percentage of
Class
(Preferred)
|
||||||||||||
Dorothy
Whitehouse
Chief
Executive Officer, President and Director
(Principal
Executive Officer and Principal Financial/Accounting
Officer)
|
5,000,000 | (2) | 100 | % | 0 | 0 | ||||||||||
Edward
Whitehouse
Secretary,
Treasurer and Director
|
5,000,000 | (3) | 100 | % | 0 | 0 | ||||||||||
Directors
and Officers as a group (2 persons)
|
5,000,000 | 100 | % | 0 | 0 |
|
(1)
|
Based
on 5,000,000 shares of common stock issued and
outstanding.
|
|
(2)
|
Jointly
held with Edward Whitehouse, Dorothy’s
husband.
|
|
(3)
|
Jointly
held with Dorothy Whitehouse, Edward’s
wife.
|
(a)
|
the
rate of dividend, the time of payment of dividends, whether dividends are
cumulative, and the date from which any dividends shall
accrue;
|
(b)
|
whether
shares may be redeemed, and, if so, the redemption price and the terms and
conditions of redemption;
|
(c)
|
the
amount payable upon shares of preferred stock in the event of voluntary or
involuntary liquidation;
|
(d)
|
sinking
fund or other provisions, if any, for the redemption or purchase of shares
of preferred stock;
|
(e)
|
the
terms and conditions on which shares of preferred stock may be converted,
if the shares of any series are issued with the privilege of
conversion;
|
(f)
|
voting
powers, if any, provided that if any of the preferred stock or series
thereof shall have voting rights, such preferred stock or series shall
vote only on a share for share basis with our Common Stock on any matter,
including but not limited to the election of directors, for which such
preferred stock or series has such rights;
and
|
(g)
|
subject
to the above, such other terms, qualifications, privileges, limitations,
options, restrictions, and special or relative rights and preferences, if
any, of shares or such series as our board of directors may, at the time
so acting, lawfully fix and determine under the laws of the State of New
Jersey.
|
|
·
|
discuss
our future expectations;
|
|
·
|
contain
projections of our future results of operations or of our financial
condition; and
|
|
·
|
state
other "forward-looking"
information.
|
Cash
|
$ | 5,000 | ||
Total
assets
|
$ | 5,000 | ||
Total
liabilities
|
$ | 3,750 | ||
Shareholder’s
equity
|
$ | 1,250 |
ASSETS
|
||||
Current assets
|
||||
Cash
|
$ | 5,000 | ||
Total
assets
|
$ | 5,000 | ||
LIABILITIES AND STOCKHOLDER'S
EQUITY
|
||||
Current liabilities
|
||||
Accounts
payable
|
$ | 3,750 | ||
Total
liabilities
|
3,750 | |||
Commitment
and contingencies
|
- | |||
Stockholder's equity
|
||||
Preferred
stock, $.0001 par value, authorized 10,000,000 shares, none
issued
|
||||
Common
stock, $.0001 par value, authorized 100,000,000 shares; 5,000,000
issued and outstanding
|
500 | |||
Additional
paid-in capital
|
4,500 | |||
Deficit
accumulated during the development stage
|
(3,750 | ) | ||
Total
stockholder's equity
|
1,250 | |||
Total
liabilities and stockholder's equity
|
$ | 5,000 |
Net
sales
|
$ | - | ||
Cost
of sales
|
- | |||
Gross
profit
|
- | |||
Legal
and professional fees
|
3,750 | |||
Total
expenses
|
3,750 | |||
Income
(loss) from operations
|
(3,750 | ) | ||
Provision
for income taxes
|
- | |||
Net
(loss)
|
$ | (3,750 | ) | |
Weighted
average number of common shares outstanding
|
||||
(basic
and fully diluted)
|
5,000,000 | |||
Basic
and diluted (loss) per common share
|
Nil
|
|||
Nil
= <$.01
|
Deficit
|
||||||||||||||||||||
Accumulated
|
||||||||||||||||||||
Additional
|
During
the
|
|||||||||||||||||||
Common
Stock
|
Paid-In
|
Development
|
Stockholder's
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Equity
|
||||||||||||||||
Balance
May
26, 2010 (Inception)
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
Issuance
of common shares
|
5,000,000 | 500 | 4,500 | - | 5,000 | |||||||||||||||
Net
(loss)
|
- | - | - | (3,750 | ) | (3,750 | ) | |||||||||||||
Balance,
July 13, 2010
|
5,000,000 | $ | 500 | $ | 4,500 | $ | (3,750 | ) | $ | 1,250 |
Cash
flows from operating activities
|
||||
Net
(loss)
|
$ | (3,750 | ) | |
Adjustments
to reconcile net (loss) to net
|
||||
cash
used in operating activities:
|
||||
Increase
(decrease) in accounts payable
|
3,750 | |||
Net
cash provided by (used in) operating activities
|
- | |||
Cash
flow from investing activities
|
- | |||
Cash
flows from financing activities
|
||||
Proceeds
from issuance of common stock
|
5,000 | |||
Net
cash provided by financing activities
|
5,000 | |||
Net
increase in cash and cash equivalents
|
5,000 | |||
Cash
- beginning of period
|
- | |||
Cash
- end of period
|
$ | 5,000 | ||
Supplemental
disclosure of cash flow information:
|
||||
Taxes
paid
|
- | |||
Interest
paid
|
$ | - |
For the period
|
||||
May
26, 2010
|
||||
(inception) through
|
||||
July 13, 2010
|
||||
Statutory
federal income taxes
|
34.0 | % | ||
State
taxes, net of federal benefits
|
5.0 | % | ||
Valuation
allowance
|
-39.0 | % | ||
Income
tax rate
|
- |
Item
|
Page
|
|
Summary
|
2
|
|
Risk
Factors
|
6
|
|
Description
of Business
|
14
|
|
Description
of Properties
|
18
|
|
Legal
Proceedings
|
18
|
|
Use
of Proceeds
|
18
|
|
Determination
of Offering Price
|
20
|
|
Dilution
|
20
|
|
Plan
of Distribution
|
21
|
|
Directors,
Executive Officers, Promoters and Control Persons
|
22
|
|
Security
Ownership of Certain Beneficial Owners and Management
|
25
|
|
Description
of Securities
|
25
|
|
Interest
of Named Experts and Counsel
|
27
|
|
Experts
|
27
|
|
Disclosure
of Commission Position of Indemnification for Securities Act
Liabilities
|
28
|
|
Organization
Within the Last Five Years
|
28
|
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
29
|
|
Certain
Relationships and Related Transactions and Corporate
Governance
|
33
|
|
Market
for Common Equity and Related Stockholder Matters
|
34
|
|
Changes
in and Disagreements with Accountants and Financial
Disclosure
|
35
|
|
Where
You Can Find More Information
|
35
|
|
Financial
Statements
|
36
|
Expenses(1)
|
Amount
US ($)
|
|||
SEC
Registration Fee
|
$
|
15
|
||
Transfer
Agent Fees
|
$
|
3,000
|
||
Accounting
Fees and Expenses
|
$
|
5,000
|
||
Legal
Fees and Expenses
|
$
|
0
|
||
Printers
|
$
|
5,000
|
||
Miscellaneous
|
$
|
0
|
||
Total
|
$
|
13,015
|
Exhibit
Number
|
Description of Exhibits
|
|
3.1
|
Articles
of Incorporation of On-Air Impact, Inc.
|
|
3.1.1
|
Supplement
to the Articles of Incorporation of On-Air Impact, Inc.
|
|
3.2
|
Bylaws
|
|
5.1
|
Legal
Opinion of The Sourlis Law Firm
|
|
14.1
|
On-Air
Impact, Inc. Code of Ethics
|
|
14.1
|
On-Air
Impact, Inc. Code of Business Conduct
|
|
23.1
|
Consent
of Conner & Associates, P.C., Certified Public
Accountants
|
|
23.2
|
Consent
of The Sourlis Law Firm (included in Exhibit
5.1)
|
ON-AIR
IMPACT, INC.
|
||
By:
|
/s/
DOROTHY WHITEHOUSE
|
|
Dorothy
Whitehouse
Chief
Executive Officer and Chairman
(Principal
Executive Officer, Principal
Financial and
Accounting Officer)
|
Signature
|
Title
|
Date
|
||
/s/ DOROTHY
WHITEHOUSE
|
September
21, 2010
|
|||
Dorothy
Whitehouse
|
Chief
Executive Officer, President and Director
(Principal
Executive Officer, Principal
Financial
Officer, and Principal
Accounting
Officer)
|
|||
/s/ EDWARD
WHITEHOUSE
|
September
21, 2010
|
|||
Edward
Whitehouse
|
Secretary,
Treasurer and Director
|
Virginia K. Sourlis,
Esq., MBA*
|
214
Broad Street
|
Philip Magri,
Esq.+
|
Red
Bank, New Jersey 07701
|
Joseph M. Patricola,
Esq.*+
#
|
(732)
530-9007 Fax (732) 530-9008
|
|
www.SourlisLaw.com |
*
Licensed in NJ
|
Virginia@SourlisLaw.com
|
+
Licensed in NY
|
|
#
Licensed in DC
|
Very
truly yours,
|
|
The
Sourlis Law Firm
|
|
/s/ PHILIP MAGRI
|
|
Philip
Magri
|
@R M&Z8E,)3`F`_U`T#B`B``(B(```(B(CL``'41$1Z``!H"?S!8H-/'MD:EEXU1 MV_:)-&C5%\W6<+JJNVXB!$DE#G$")E,8P[;``:!-6"I>/B+\BK).V[%!W$R# M(CATJ1%'ZA06ZJ29E3B!""IZ(@&XAN/3[=`EOW`;VJ/O#%Y!!EG<:\8)X52^ MG$KAJY(2>-$P=.N@JQ?$)@J7Y(>3CA!B6'0=JFF. M1&.[!++,T3+*Q]9H4TC?;3*'`I3`1&.K]: P ,ONL>%F;LE3J5=QUA^F\<&-]L*Y%%&M;J]I>Y*C;!-O2(@=4&43#W4SE<0` M1*BF8=A^T+!2#G*]<*_%V.LS,39JM9(MM*0D]!2+26A)R&DVY5V LNR M?L'S14#I+(G,0Y#`8HB`[Z#3T\/8R2ZEI\=OUZF5>'$=QW'J9R/QT&0V(\:G M`0&GQ@[_`-T71?X7`==M!!G]W!Y),+4S%33Q@<=Y:)D+]<[96;[RI5KI2QI:BXRF'*;Q9$EIG+(HC+/6?]1BU8-P6`!=%``.7VD_AUMV`ZW+>2?D M=575;R#E:HK53C33)UHJUFZWBV>^G F_(`!-@G*_"V5B,;.QS>39"H1;T'`&^15,=R*)*$,15(X?# +_P##+_R*?S:"!/[C?V_WD4YC M 4^.5QOP^X6VGB?0K03 M\+DL@U.C62ER:+%X;TEE#YVS6O#Q<$B"(CW+PK9H_*&XIG`=M`O'Q/\`M/:- M@J]0_)_R5W2&Y,YR;RY+A%X@CW,C/XH@K:JN21&?R-8K`FE+9@L:$D8RPHKH M(10N/G5*]Z&`)F::::*::**9$D4B$2222(5-))),H$3333(`$(F0@``````` M&P:#OH!H!H.0^(?K#]N@\\I_ZY[_`-97^`=`FBG_`/V0_P#8)^T-`J0_W1_L -_:&@PZ`:`:`:`:#_V3\_ ` end
/s/
Conner & Associates, PC
|
||
Conner
& Associates, PC
|
||
Newtown,
Pennsylvania
|
||
21
September 2010
|
@R M&Z8E,)3`F`_U`T#B`B``(B(```(B(CL``'41$1Z``!H"?S!8H-/'MD:EEXU1 MV_:)-&C5%\W6<+JJNVXB!$DE#G$")E,8P[;``:!-6"I>/B+\BK).V[%!W$R# M(CATJ1%'ZA06ZJ29E3B!""IZ(@&XAN/3[=`EOW`;VJ/O#%Y!!EG<:\8)X52^ MG$KAJY(2>-$P=.N@JQ?$)@J7Y(>3CA!B6'0=JFF. M1&.[!++,T3+*Q]9H4TC?;3*'`I3`1&.K]: P ,ONL>%F;LE3J5=QUA^F\<&-]L*Y%%&M;J]I>Y*C;!-O2(@=4&43#W4SE<0` M1*BF8=A^T+!2#G*]<*_%V.LS,39JM9(MM*0D]!2+26A)R&DVY5V LNR M?L'S14#I+(G,0Y#`8HB`[Z#3T\/8R2ZEI\=OUZF5>'$=QW'J9R/QT&0V(\:G M`0&GQ@[_`-T71?X7`==M!!G]W!Y),+4S%33Q@<=Y:)D+]<[96;[RI5KI2QI:BXRF'*;Q9$EIG+(HC+/6?]1BU8-P6`!=%``.7VD_AUMV`ZW+>2?D M=575;R#E:HK53C33)UHJUFZWBV>^G F_(`!-@G*_"V5B,;.QS>39"H1;T'`&^15,=R*)*$,15(X?# +_P##+_R*?S:"!/[C?V_WD4YC M 4^.5QOP^X6VGB?0K03 M\+DL@U.C62ER:+%X;TEE#YVS6O#Q<$B"(CW+PK9H_*&XIG`=M`O'Q/\`M/:- M@J]0_)_R5W2&Y,YR;RY+A%X@CW,C/XH@K:JN21&?R-8K`FE+9@L:$D8RPHKH M(10N/G5*]Z&`)F::::*::**9$D4B$2222(5-))),H$3333(`$(F0@``````` M&P:#OH!H!H.0^(?K#]N@\\I_ZY[_`-97^`=`FBG_`/V0_P#8)^T-`J0_W1_L -_:&@PZ`:`:`:`:#_V3\_ ` end
Virginia
K. Sourlis, Esq., MBA*
|
214
Broad Street
|
Philip
Magri, Esq.+
|
Red
Bank, New Jersey 07701
|
Joseph
M. Patricola, Esq.*+
#
|
(732)
530-9007 Fax (732) 530-9008
|
www.SourlisLaw.com
|
|
*
Licensed in NJ
|
Virginia@SourlisLaw.com
|
+
Licensed in NY
|
|
#
Licensed in DC
|
Very
truly yours,
|
|
/s/
Philip Magri
|
|
Philip
Magri, Esq.
|
|
1.
|
Please
provide us with copies of all graphics, photographs, and related captions
or other artwork including logos that you intend to use in the prospectus,
if any. Such graphics and pictorial representations should not be included
in any preliminary prospectus distributed to prospective investors prior
to the time we complete our review.
|
|
2.
|
Please
review your entire prospectus to ensure that your disclosure throughout is
written in plain English and the concepts that you describe are fully
explained. For example, we note your heavy reliance of bullet lists in the
"Description of Business" and “Competitive Overview” section. In addition,
numerous statements in your disclosure are unclear or the concept is not
fully described. We note the following statements by way of example only:
|
|
·
|
"In
an effort to combat this decreasing advertising spending, media outlets
are creating "added value" elements such as entitlements (e.g., the Fed-Ex
Orange Bowl) and brand integrations (e.g., the use of commercial products
in the story line of a television show, film, etc.) to compete for all
available dollars," page 3;
|
|
·
|
"On-Air
Impact, Inc.... is a consulting and analytics company merging industry
experience, technology and research to value on-air branded elements
serving the sports and entertainment industry...,” page 13;
and
|
|
·
|
"Our
mission is to provide our clients with not only irrefutable brand analysis
but also a deep understanding of sponsorship impact and effectiveness,
along with in-depth insights which in turn help clients maximize their
marketing investments”, page 14.
|
|
3.
|
Throughout
the registration statement you make various statements about your
expectations of market acceptance and future success. Statements such as
these regarding your expectations of market acceptance and future success
are premature because of the early stage of development of your company.
For example only, see the
following:
|
|
·
|
"Ultimately,
when complete, we believe that the software will deliver the highest level
of accuracy in the sports and entertainment sector," page
4;
|
|
·
|
"In
addition to a track record of success in every phase of their careers,
both have a deep network of resources, extensive industry relationships,
complementary skill sets and a strong commitment to making on-Air Impact
the immediate industry leader in the sports and entertainment
marketplace," page 4; and
|
|
·
|
"The
On-Air Impact brand will be positioned as the "BMW" of the valuation and
measurement industry.... We will be the recognized leader in analytics
solutions helping our clients make 'smarter decisions,''' page 23;
and
|
|
·
|
"Because
On-Air Impact provides clients with a superior and complete solution,
competitors will be forced to respond or risk becoming obsolete," page
23.
|
|
4.
|
Please
provide us with support for all quantitative and qualitative business and
industry data used in the registration statement. We note the following
statements by way of example only:
|
|
·
|
"According
to the Sports Business
Journal, the overall aggregate size of the Sports Business Industry
was $213 billion dollars in 2008. Of that $213 billion, over $27 billion
dollars was spent on advertising, and roughly $6.4 billion was spent on
sponsorships,” page 3;
|
|
·
|
"The
Sports Business Journal
further reports, while television programming and sports viewership
have increased, advertising and sponsorship dollars have remained flat or
even decreased," page I5; and
|
|
·
|
"According
to recent research, however, Sports has been viewed as "DVR resistant", as
98% of all viewers prefer to watch sports "live" as opposed to
"time-shifted," page 17.
|
5.
|
Please
confirm that the cover page will be one page. Please refer to Item 501(b)
of Regulation S-K.
|
6.
|
Please
revise the cover page to include the net proceeds that you expect to
receive. Refer to Item 501(b)(3) of Regulation
S-K.
|
7.
|
We
refer to the statement that the proceeds from the sale of shares will be
payable to the Sourlis Law Firm. It is unclear from this statement if all
offering proceeds will be paid to the Sourlis Law Firm or if the law firm
is simply acting as an escrow agent. Please clarify. For example, if the
funds will be held in escrow, please clarify if subscriptions are
irrevocable. In addition, we note that you may close upon such funds
periodically.
|
|
Response:
|
|
8.
|
Please
significantly revise your summary and business sections to focus on your
current operations. For example, we note the statement on pages 3 and 4
that, "On-Air impact provides clients with measurement, valuation and
analysis of on-air branded elements by merging technology, research and
industry experience.” It is unclear from your disclosure whether the
company has or is currently providing these services. Please revise to
focus on any specific steps that the company has taken to implement its
business plan.
|
|
9.
|
Please
discuss whether the company has had any revenues or
clients.
|
|
10.
|
We
note your statement in the second paragraph of this section: "Our goals
are to reinvent the analytics of on-air media measurement, provide
superior, client-centric consultation and actionable data and become the
most adopted 'language' in the sports and entertainment marketplace."
Please clarify what you mean by "Language" and explain your goals in
greater detail here and in the business
section.
|
|
11.
|
We
note your statement: "First, a groundbreaking consumer research project
will be commissioned by a leading market research firm, Burke Research.”
It is unclear from this statement if you or Burke Research will be
commissioning this study. Please clarify. In addition, please provide us
with your basis for concluding that this will be a groundbreaking study or
revise your disclosure to remove such
reference.
|
|
12.
|
We
note that you intend to engage Keystream to develop software for use in
your business. We refer to your statement: "Ultimately, when complete, we
believe that the software will deliver the highest level of accuracy in
the sports and entertainment sector." Please provide us with the basis for
your belief that such software will deliver the highest level of accuracy
in the sports and entertainment sector or revise your disclosure to remove
such references. Consider instead limiting your disclosure to discuss the
operational capabilities of the
software.
|
|
13.
|
We
note that your business plan appears to heavily rely on your relationships
with Keystream and Nology Interactive. Please tell us if you have entered
into agreements with these companies to provide the services described. If
so, please discuss the material terms of your agreements with Keystream
and Nology Interactive and file them as exhibits to the registration
statement. Refer to Item 601 (b)(10) of Regulation S-K. If you have not
yet entered into agreements with these third parties, please remove the
related disclosure or advice us of the basis why such disclosure should
included.
|
|
14.
|
We
note the following statement and similar disclosure elsewhere in the
prospectus: "Knowing we have the luxury of the element of surprise, we
will place emphasis on immediate sales opportunities to gain as much
marketplace momentum and adoption as quickly as possible." Please clarify
what you mean by "element of surprise," and how the filing of a public
registration statement impacts this part of your marketing
strategy.
|
|
15.
|
We
refer to your disclosure that you intend to identify 2-3 companies to
serve as your initial clients. Please tell us how you intend to identify
and engage such clients, and discuss how the reliance on a few clients may
impact your business. In addition, the statements included in the numbered
list are partial sentences and do not fully explain how the identification
of these clients will accomplish your goals. Please revise your
disclosure.
|
|
16.
|
Please
remove your reference to "including the documents incorporated by
reference" as you have not incorporated any documents by reference and are
not permitted to. Please refer to General Instruction VII of Form
S-1.
|
|
17.
|
Please
include a risk factor discussing your lack of an operating history. Please
refer to Item 503(c)(1) of Regulation
S-K.
|
|
18.
|
Please
include a separate risk factor addressing the issues you face as a result
of your going concern opinion. The risk factor should include a discussion
of your ability to raise capital in light of your going concern
opinion.
|
|
19.
|
Please
include a discussion of risks as they relate to your proposed business
within the sports and entertainment industry. Please refer to Item
503(c)(4) of Regulation S-K.
|
|
20.
|
We
note your disclosure on page 6 that you have not paid and do not intend to
pay any dividends in the foreseeable future. Please consider adding a risk
factor disclosing that investors in your securities should not expect
dividend income.
|
|
21.
|
This
subheading is vague and does not fully describe the specific risk
discussed. Potential investors should be able to read a risk factor
subheading and come away with a strong understanding of what the risk is
and the result of the risk as it specifically applies to you. Please
revise. As a general rule, your revised subheadings should work only in
this document. If they are readily transferable to other companies'
documents, they are probably too generic. See Item 503(c) of Regulation
S-K.
|
|
22.
|
Please
expand your discussion of your business and the products and services that
currently offer. The current disclosure and heavy reliance on bullet
points is brief and does not provide investors with a strong sense of your
products and services. Also, if the company does not currently offer any
products or services, please clarify. Please limit your discussion of
future services and products to those that you will offer in the immediate
future.
|
|
23.
|
We
note that a significant amount of the disclosure in the business section
is promotional rather than factual. Please significantly revise the
business section to remove promotional statements. Also revise the
prospectus summary accordingly.
|
|
24.
|
We
note your sub-heading: "Why this is ‘doesn't work' for all relevant
parties." We do not understand this sub-heading. Please
revise.
|
|
25.
|
We
note your statement: “When investigating the business models of the
competitors mentioned above, four critical flaws are uncovered, which
support the lack of credibility acknowledged above..." Please provide us
with the basis for the noted disclosure, including the disclosure in
bullets enumerated thereunder, or revise your disclosure to remove such
references.
|
|
26.
|
Please
confirm that the disclosure in this section applies to your current
operations or to those in the immediate future, and if it does not apply,
please remove. Otherwise, please clarify your disclosure in this section
such that the concepts that you describe are fully explained. Refer to
Item 101 of Regulation S-K.
|
|
27.
|
Please
expand your disclosure to discuss how the consumer research project and
software program will be material to your business plan and operations in
the next 12 months.
|
|
28.
|
We
refer to your statement that the consumer research project will dispel the
myth "that all detections should be viewed of equal value...." Since it
does not appear that this study has yet been conducted, please tell us
your basis for believing that the study will indeed support such a
statement.
|
|
29.
|
Please
clarify if the consumer research study is being conducted on your behalf
with the results available exclusively for your use, or if such
information will be available to your
competitors.
|
|
30.
|
We
refer to your disclosure of the educational background and experience of
Keystream's employees. Please tell us why you believe this is relevant
information to investors.
|
|
31.
|
We
refer to your statement on page 18 that you will enter into a "perpetual
license, royalty-free relationship" with Keystream. Please tell us the
status of any such negotiations and the likelihood of obtaining a
royalty-free license to use the software. If you have not yet entered into
the agreement, please remove the related disclosure or advise us why such
disclosure should be included.
|
|
32.
|
Please
clarify if the software being developed by Keystream is being developed on
your behalf and will be available for your exclusive use. To the extent
you are aware of similar software programs being developed or currently
available, please discuss.
|
|
33.
|
We
note that you name specific companies of which you plan to form a
strategic alliance. If the company has not entered into such alliance or
agreement, please remove the disclosure or advise us of the basis why such
disclosure should be included.
|
|
34.
|
Please
move this section to the "Use of Proceeds" section. Refer to Item 504 of
Regulation S-K.
|
|
35.
|
We
note your discussion of Image Impact and Repucom, whom you have identified
as your primary competitors. Please limit your discussion to factual
statements of the products and services offered by your competitors, and
any positive or negative factors as they relate to your competitive
position. Please delete comments that could be construed as disparaging
your competitors.
|
|
36.
|
We
note that you have listed potential clients of your competitors. Please
remove such references.
|
|
37.
|
Please
clarify what you mean by "SWOT
analysis".
|
|
38.
|
We
note your statement: "We will outperform our competitors in every phase of
the business and terms such as superior technology,’ innovative research,'
'best-in-c1ass consultation,' and 'unparalleled customer service' will be
used to describe our offering. We will be the recognized leader in
analytics solutions helping our clients make smarter decisions.” This
disclosure appears promotional rather than factual and should be
removed.
|
|
39.
|
You
state that "Pricing will be project-based and calculated on an estimated
'per hour analyzed' structure in year one." As we are not sure what this
sentence means, please clarify your
disclosure.
|
|
40.
|
We
do not understand this section. Please clarify your
disclosure.
|
|
41.
|
Please
provide the basis for your statement that "expanding to the global
marketplace is well within reason". Further, please specify which
competitor was "born in a non-U.S. market" and explain this statement. We
may have further comment.
|
|
42.
|
Most
of the disclosure in this section appears to be promotional and should be
removed.
|
|
43.
|
Please
do not aggregate the years of experience of your officers. In addition,
most of the disclosure in this section appears promotional and not
factual, and should be removed. Also, please balance the disclosure of
their strengths with their limited experience in sports and entertainment
consulting.
|
|
44.
|
You
state on page 26 that you intend to recruit two additional individuals to
assist you in your start-up phase. On page 18 you state that you intend to
hire a chief technology officer, and on page 23 you note that you will
hire a full-time head of sales; yet on page 9 you note that you will not
be able to hire employees until you earn revenues. Please revise your
disclosure here and throughout the prospectus, as appropriate, to discuss
your future hiring plans for the next twelve
months.
|
|
45.
|
Please
tell us if you intend to apply for any patents or trademarks as it appears
your business will be heavily reliant on proprietary software and other
intellectual property.
|
|
46.
|
We
note from disclosures on page 30 that the $0.10 offering price was
determined based on your internal assessment of what the market would
support. Please expand your disclosure to discuss the significant factors
considered in determining this offering price as required by Item 505 of
Regulation S-K. In your disclosure, discuss the significant assumptions
and methodologies used in your internal
assessment.
|
|
47.
|
We
note your disclosure on page 4 that you intend to apply to list your
common shares on the OTCBB. The OTCBB is not an issuer listing service but
is instead a quotation medium. You may not apply to list your shares on
the OTCBB. Market makers may make an application for quotation of your
shares. Please revise your disclosure throughout the prospectus
accordingly. All references to an OTCBB listing should be
removed.
|
|
48.
|
Please
describe and clarify your officers' business experience during the past
five years. Refer to Item 401(e) of Regulation
S-K.
|
|
49.
|
Please
tell us the estimated costs to be borne by you, if any, for the consumer
research study to be conducted by Burke Research and the development of
the software program by Keystream. Discuss if offering proceeds will be
applied to any such costs, and revise the "Use of Proceeds" section
accordingly.
|