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EX-5.1 - ECOSCIENCES, INC. | v197159_ex5-1.htm |
EX-23.1 - ECOSCIENCES, INC. | v197159_ex23-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1/A
(Amendment
No. 1)
REGISTRATION
UNDER THE SECURITIES ACT OF 1933
ON-AIR
IMPACT, INC.
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(Exact
name of registrant as specified in its
charter)
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Nevada
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(State
or other jurisdiction of incorporation or
organization)
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8742
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(Primary
Standard Industrial Classification Code
Number)
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27-2692640
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(I.R.S.
Employer Identification Number)
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130
Maple Avenue, Suite 6D, Red Bank, NJ 07701
(732)-530-7300
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(Principal
Executive Office and Telephone
Number)
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The
Sourlis Law Firm
Philip
Magri, Esq.
214
Broad Street
Red
Bank, New Jersey 07701
www.SourlisLaw.com
Telephone:
(732) 530-9007
Facsimile:
(732) 530-9008
(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)
|
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the
following box: x
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ¨
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer,”
"non-accelerated filer" and “smaller reporting company” in Rule 12b-2 of
the Exchange Act. (Check one):
Large
accelerated filer
|
¨
|
Accelerated
filer
|
¨
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Non-accelerated
filer
|
¨
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Smaller
reporting
company
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x
|
CALCULATION
OF REGISTRATION FEE
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
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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)
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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.
|
SUBJECT
TO COMPLETION, DATED SEPTEMBER 21, 2010
The
information in this prospectus is not complete and may be changed. On-Air
Impact, Inc. may not sell these securities until the registration statement
filed with the U.S. Securities and Exchange Commission is deemed effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
PROSPECTUS
On
Air Impact, Inc.
2,000,000 Shares of Common
Stock
$0.10
per Share
On-Air
Impact, Inc. (“Company”) is offering on a best-efforts basis 2,000,000 shares
of its Common Stock at a purchase price of $0.10 per
share. This is the initial offering of Common Stock of the Company and no public
market currently exists for the securities being offered in this Prospectus. The
Company is offering the shares on self-underwritten, “best-efforts” basis
directly through officers and directors. The shares will be offered at a
fixed price of $0.10 per
share for a period not to exceed 180 days from the date of this prospectus.
There is no minimum number of shares required to be purchased and, therefore,
the total proceeds received by the Company might not be enough to begin
operations or a market may not develop. Edward and Dorothy Whitehouse, the
Company’s officers and directors, intend to sell the shares directly. No
commission or other compensation related to the sale of the shares will be paid.
The intended methods of communication include, without limitations, telephone,
and personal contact. For more information, see the section titled “Plan of
Distribution” and “Use of Proceeds” herein.
The
proceeds from the sale of the shares in this offering will be payable to the
Company’s Escrow Agent, the Sourlis Law Firm, and the Escrow Agent will hold all
the subscription funds. The Company may close upon such funds periodically and
despite the inability to place the entire offering. Subscriptions are
irrevocable and will only be returned if rejected by the Company. If all
2,000,000 shares are sold in this offering, we will receive net proceeds of
$193,000. The Company will have the right to close on amounts from
time to time, in its sole discretion.
The
offering shall terminate on the earlier of (i) the date when the sale of all
2,000,000 shares
is completed or (ii) one hundred and eighty (180) days from the date of this
prospectus. The Company will not extend the offering period beyond one hundred
and eighty (180) days from the effective date of this
prospectus.
This
investment involves a high degree of risk. You should purchase shares only if
you can afford the complete loss of your investment. See the section titled
“Risk Factors” herein.
On-Air Impact, Inc. does
not plan to use this offering prospectus before the effective date.
THESE SECURITIES ARE SPECULATIVE AND
INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN
AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. PLEASE REFER TO “RISK FACTORS”
BEGINNING ON PAGE 10.
THE SECURITIES AND EXCHANGE
COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT APPROVED OR DISAPPROVED OF
THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date
of this preliminary prospectus is _________, 2010.
PROSPECTUS
----------------
ON-AIR
IMPACT, INC.
2,000,000 SHARES COMMON
STOCK
$0.10 per
Share
----------------
Item
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Page
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Summary
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2
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Risk
Factors
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6
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Description
of Business
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14
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Description
of Properties
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18
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Legal
Proceedings
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18
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Use
of Proceeds
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18
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Determination
of Offering Price
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20
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Dilution
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20
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Plan
of Distribution
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21
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Directors,
Executive Officers, Promoters and Control Persons
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22
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Security
Ownership of Certain Beneficial Owners and Management
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25
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Description
of Securities
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25
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Interest
of Named Experts and Counsel
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27
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Experts
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27
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Disclosure
of Commission Position of Indemnification for Securities Act
Liabilities
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28
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Organization
Within Last Five Years
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28
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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29
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Certain
Relationships and Related Transactions and Corporate
Governance
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33
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Market
for Common Equity and Related Stockholder Matters
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34
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Changes
in and Disagreements with Accountants and Financial
Disclosure
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35
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Where
You Can Find More Information
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35
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Financial
Statements
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36
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SUMMARY
The
following summary is not complete and does not contain all of the information
that may be important to you. You should read the entire prospectus before
making an investment decision to purchase our Common Stock.
On-Air
Impact, Inc. (the “Company” or “On-Air Impact”) was incorporated in the State of
Nevada on May 26, 2010. On-Air Impact is a development stage company whose goal
is to be engaged by sports and entertainment companies for consulting and
analytical services. To date, we do not have any clients or
revenue.
Media,
Advertisers, and Agency Need
For
decades, advertisers, sponsors and media/sponsorship agencies have relied on
Nielsen Media Research to provide a ratings system which measures television
viewership. This rating system, in turn, is used by broadcasters and advertisers
to negotiate the cost of a 30-second commercial spot. Henceforth, the
negotiations are relatively simple, as both parties have agreed upon a universal
system of measurement and pricing. With the increase in available alternate
forms of brand messaging (more cable networks, growth of digital), there is more
competition for advertising and sponsorship dollars. In response, media groups
are offering in-program “added value” branding opportunities to entice
investment dollars. The concept of “added value” is that the customer gains some
additional marketing advantage without having to pay for it - or pay very
little, compared with its value to the customer. A logo might be the up on the
screen/TV as a sponsor of networks’ bottom-line (scores/updates) once during a
telecast.
Unlike
the widely adopted Nielsen ratings system for the 30-second unit, there is
currently not an effective way to measure these newly created, on-air “added
value” assets.
Our
Business Model
Our
business model includes the following:
First,
to commission a consumer research project to an outside research
firm. a. The goal of the study will be to quantify the value of a
30-second commercial spot. We do not currently have any agreements
with any third party research firm at this point in time.
Second,
to develop custom software by an outside programmer. This
software will focus on assigning values to advertisements’ duration, size,
screen positioning, broadcast timing, occlusion (when a message/logo is
obstructed or blocked) and clutter (the large volume of advertising messages
that the average consumer is exposed to on a daily basis). Ultimately, when
complete, we believe that the software will deliver the highest level of
accuracy in the sports and entertainment sector. We do not currently have any
agreements with any third party programmer at this point in
time.
Third,
to work a website developer to complete the process from server
hosting to creation of an end user web interface. This final process starts when
the software data output is inputted into the program. From there, the data is
filtered through a proprietary grading system which simultaneously scores each
exposure while incorporating the results of the research market study. This will
provide an output that will be expressed in the form of a “monetary range.” We
do not currently have any agreements with any third party website developer at
this point in time.
Our
intended clients can be broken-down into four categories: Team Sports
and Events, Media Rights Holders, Sponsorship and Event Agencies, and Consumer
Brands.
2
Organizational
History; Capitalization
We were
incorporated in State of Nevada on May 26, 2010. There are currently an
aggregate of 5,000,000 shares of the Company’s Common Stock issued and
outstanding.
The
Company is authorized to issue one hundred ten million (110,000,000) shares of
capital stock, one hundred million (100,000,000) shares of which are designated
as Common Stock, and ten million (10,000,000) shares of which are designated as
preferred stock, $0.0001 par value, which can be designated by the Board of
Directors in one or more classes with voting powers, full or limited, or no
voting powers, and such designations, preferences, limitations or restrictions
without stockholder approval.
Summary
Financial Information
The table
below summarizes the audited financial statements of On-Air Impact, Inc. for the
period May 26, 2010 (inception) to July 13, 2010:
Balance Sheet
Summary:
At July 13, 2010
|
||||
(Audited*)
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||||
Balance
Sheet
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||||
Cash
and Cash Equivalents
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$ | 5,000 | ||
Total
Assets
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$ | 5,000 | ||
Total
Liabilities
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$ | 3,750 | ||
Total
Stockholders’ Equity
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$ | 1,250 |
* Taken
from the Audited Financial Statements. The Company’s
auditors did not audit the contents of this table.
Statement of Operations
Summary:
At July 13, 2010
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||||
(Audited*)
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||||
Statement
of Operations:
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||||
Revenue
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$ | 0 | ||
Net
Loss
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$ | (3,750 | ) | |
Net
Loss Per Share of Common Stock , basic and diluted
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Nil
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* Taken
from the Audited Financial Statements. The auditors did not audit the contents
of this table.
Important
Information – No Required Minimum Amount of Shares that must be
sold
There is
no required minimum amount of Shares that must be sold in this offering. As a
result, potential investors will not know how many Shares will ultimately be
sold and the amount of proceeds the Company will receive from the offering. If
the Company sells only a few Shares, potential investors may end up holding
shares in a company that:
● hasn’t received enough proceeds from
the offering to begin/sustain operations; and
● has no market for its
shares.
This
should be considered a substantial risk of investment, taken together with the
“Risk Factors” section presented in this Prospectus.
3
AVAILABLE
INFORMATION
Upon
the effectiveness of the Company’s registration statement on Form S-1, of which
this prospectus is a part, with the Securities and Exchange Commission (“SEC”),
the Company will be subject to the reporting and information requirements of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will
therefore be required to file annual and quarterly reports and other reports and
statements with the SEC. Such reports and statements will be available free of
charge on the SEC’s website, www.sec.gov.
DIVIDEND
POLICY
We have
never paid or declared dividends on our securities. The payment of cash
dividends, if any, in the future is within the discretion of our Board and will
depend upon our earnings, our capital requirements, financial condition and
other relevant factors. We intend, for the foreseeable future, to retain future
earnings for use in our business.
PRINCIPAL
EXECUTIVE OFFICES
Our
principal executive offices are located at 130 Maple Avenue, Suite 6D, Red Bank,
NJ 07701. Our telephone number is (732) 530-7300. The offices are provided by
Edward and Dorothy Whitehouse, our officers and directors, free of
charge.
4
OFFERING
SUMMARY
|
|
On-Air
Impact, Inc., a Nevada corporation
|
|
Securities Being
Offered:
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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:
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None
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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:
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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.
|
5
RISK
FACTORS
An investment in our Common Stock
involves a high degree of risk. In addition to the other information
in this prospectus, you should carefully consider the following factors in
evaluating us and our business before purchasing the shares of Common Stock
offered hereby.
Risks Related to Our
Business
There
is substantial doubt as to our ability to continue as a going
concern
At
July 13, 2010, we had $5,000 cash on-hand and our stockholder’s equity was
$1,250, and there is substantial doubt as to our ability to continue as a going
concern. In our auditors audit report, they have expressed their doubt as to our
ability to continue as a going concern. We do not currently have
enough capital to implement our business plan or to fund our anticipated
operations for the next 12 months. The going concern opinion of
the auditors might negatively impact our ability to raise capital to fund our
operations or pursue our business strategy and your ability to sell your shares
of the Company's common stock. If we do not raise sufficient amount
of funds from this offering and/or subsequent private and public offerings, we
might have to cease operations.
Our
lack of an operating history will make it difficult to evaluate an investment in
our common stock.
To
date, we do not have an operating history which may make it difficult for you to
evaluate our business and prospects based on prior performance. We have no
revenues, and our business model requires us to secure working capital for to
implement our business strategy. If our model fails, then we will fail as a
company. Unless we raise sufficient funds in this offering, we won't
be able to succeed in our business model.
We
are not currently profitable and may not become profitable.
At July
13, 2010, we had $5,000 cash on-hand and our stockholder’s equity was $1,250,
and there is substantial doubt as to our ability to continue as a going concern.
We have incurred operating losses since our formation and expect to incur losses
and negative operating cash flows for the foreseeable future, and we may not
achieve or maintain profitability. We expect to incur substantial losses for the
foreseeable future and may never become profitable. We also expect to continue
to incur significant operating and capital expenditures for the next several
years and anticipate that our expenses will increase substantially in the
foreseeable future. We also expect to experience negative cash flow for the
foreseeable future as we fund our operating losses and capital expenditures. As
a result, we will need to generate significant revenues in order to achieve and
maintain profitability. We may not be able to generate these revenues or achieve
profitability in the future. Our failure to achieve or maintain profitability
could negatively impact the value of our Common Stock.
We
might not have enough proceeds to continue operations or develop a
market.
There is
no required minimum amount of Shares that must be sold in this offering. As a
result, potential investors will not know how many Shares will ultimately be
sold and the amount of proceeds the Company will receive from the offering. If
the Company sells only a few Shares, potential investors may end up holding
shares in a company that:
● hasn’t received enough proceeds from
the offering to sustain operations; and
● has no market for its
shares.
Edward
Whitehouse and Dorothy Whitehouse, the only officers and directors of our
Company, currently devote a total of approximately 20 hours per week to company
matters which could result in their inability to properly manage company
affairs, resulting in our remaining a start-up company with no revenues or
profits.
6
Our
business plan does not provide for the hiring of any additional employees until
revenue will support the expense, which is estimated to be the third quarter of
operations. Until that time, the responsibility of developing the Company's
business, offering and selling of the shares through this prospectus, and
fulfilling the reporting requirements of a public company all fall upon Edward
and Dorothy Whitehouse. We have not formulated a plan to resolve any possible
conflict of interest with their other business activities. In the event they are
unable to fulfill any aspect of their duties to the Company, we may experience a
shortfall or complete lack of revenue resulting in little or no profits and
eventual closure of the business.
We
do not yet have any substantial assets and are dependent upon the proceeds of
this offering to fund our business. If we do not sell enough shares in this
offering to continue operations, our officers and directors have verbally agreed
to fund our operations, which could end at any time, and which will increase our
liabilities which could have a negative effect on your common stock.
.
As of
July 13, 2010, On-Air Impact, Inc. has $5,000 in assets and limited capital
resources. In order to continue operating through 2010, we must raise
approximately $100,000 in gross proceeds from this offering. To date, our
operations have been funded by our Officers and Directors pursuant to a verbal,
non binding agreement. Mrs. Dorothy Whitehouse and Mr. Edward Whitehouse have
agreed to personally fund the Company’s overhead expenses, including legal,
accounting, and operational expenses until the Company can achieve revenues
sufficient to sustain its operational and regulatory requirements. As of the
date of this registration statement, there are currently no monies owed to our
Officers pursuant to this verbal agreement.
Unless
the Company begins to generate sufficient revenues to finance operations as a
going concern, the Company may experience liquidity and solvency problems. Such
liquidity and solvency problems may force us to cease operations if additional
financing is not available.
In the
event our Company does not have adequate proceeds from this offering, our
Officers and Directors, Mrs. Dorothy Whitehouse and Mr. Edward Whitehouse, have
verbally agreed to fund the Company for an indefinite period of time. The
funding of the Company by our Officers will create a further liability of the
Company to be reflected on the Company’s financial statements. Our Officers’
commitment to personally fund the Company is not contractual and could cease at
any moment in their sole and absolute discretion.
Also, as
a public company, we will incur professional and other fees in connection with
our quarterly and annual reports and other periodic filings the
SEC. Such costs can be substantial and we must generate enough
revenue or raise money from offerings of securities or loans in order to meet
these costs and our SEC filing requirements.
We
are highly dependent on the services of Edward and Dorothy Whitehouse, our only
officers and directors.
We have
two part-time officers and directors, Edward and Dorothy Whitehouse. In order to
grow and implement our business plan, we would need to add managerial talent to
support our business plan. There is no guarantee that we will be successful in
adding such managerial talent. Also, Edward and Dorothy Whitehouse provide us
office space free of charge. Our loss of their services would require us to
obtain alternative office space for which we could expect to pay
rent.
As
our business grows, we will need to attract additional employees which we might
not be able to do.
Our
success also depends upon our ability to attract and retain qualified personnel
required to fully implement our business plan. There can be no assurance that we
will be successful in these efforts.
7
We
may not be able to compete successfully with current and future
competitors.
On-Air
Impact, Inc. has many potential competitors in the sports and entertainment
consulting service industry. We will compete, in our current and proposed
businesses, with other companies, some of which have far greater marketing and
financial resources and experience than we do. We cannot guarantee that we will
be able to penetrate our intended market and be able to compete profitably, if
at all. In addition to established competitors, there is ease of market entry
for other companies that choose to compete with us. Effective competition could
result in price reductions, reduced margins or have other negative implications,
any of which could adversely affect our business and chances for success.
Competition is likely to increase significantly as new companies enter the
market and current competitors expand their services. Many of these potential
competitors are likely to enjoy substantial competitive advantages, including:
larger staffs, greater name recognition, larger customer bases and substantially
greater financial, marketing, technical and other resources. To be competitive,
we must respond promptly and effectively to the challenges of financial change,
evolving standards and competitors' innovations by continuing to enhance our
services and sales and marketing channels. Any pricing pressures, reduced
margins or loss of market share resulting from increased competition, or our
failure to compete effectively, could fatally damage our business and chances
for success.
Our
business analysis studies might not be accepted by sports and entertainment
companies.
Our
proposed business model involves using a proprietary system of brand and
advertisement analysis and might not be accepted by sports and entertainment
clients as being valid. Our inability to attract and retain clients
will cause our business to fail.
Our
company is small and will remain small for the near future and established
sports and entertainment companies may not engage us to limited size and limited
resources. .
Our
company currently only has two employees and we intend to remain leanly staffed
until we are able to hire additional personnel. Established sports
and entertainment companies might opt to engage larger, well established
consulting companies due their longer operating history and greater
resources.
We will rely on intellectual
property and proprietary rights.
We
will regard substantial elements of our web sites and underlying technology as
proprietary. Despite our precautionary measures, third parties may copy or
otherwise obtain and use our proprietary information without authorization, or
develop similar technology independently. Any legal action that we might bring
or other steps we might take to protect this property could be unsuccessful,
expensive and distract management from day-to-day operations.
Legal
standards relating to the validity, enforceability and scope of protection of
proprietary rights in Internet-related businesses are uncertain and evolving,
and we can give no assurance regarding the future viability or value of any of
these proprietary rights.
Systems failures could harm our
business.
Temporary
or permanent outages of our computers or software equipment could have an
adverse effect on our business. Our systems are vulnerable to damage from
break-ins, unauthorized access, vandalism, fire, earthquakes, power loss,
telecommunications failures and similar events.
Experienced computer programmers
seeking to intrude or cause harm, or hackers, may attempt to penetrate our
network security from time to time.
If a
hacker were to penetrate our network security, they could misappropriate
proprietary information, cause interruptions in our services, dilute the value
of our offerings to customers and damage customer relationships. We might be
required to expend significant capital and resources to protect against, or to
alleviate, problems caused by hackers. We also may not have a timely remedy
against a hacker who is able to penetrate our network security. In addition to
purposeful security breaches, the inadvertent transmission of computer viruses
could expose us to system damage, operational disruption, loss of data,
litigation and other risks of loss or harm.
8
We will depend on continued
performance of and improvements to our computer
network.
Any
failure of our computer systems that causes interruption or slower response time
of our web sites or services could result in a smaller number of users of our
web sites. If sustained or repeated, these performance issues could reduce the
attractiveness of our web sites to consumers and our subscription products and
services. Increases in the volume of our web site traffic could also strain the
capacity of our existing computer systems, which could lead to slower response
times or system failures. We may not be able to project accurately the rate,
timing or cost of any increases in our business, or to expand and upgrade our
systems and infrastructure to accommodate any increases in a timely
manner.
Rapid
technological advances could render our proprietary technologies
obsolete.
The
Internet and online commerce industries are characterized by rapid technological
change, changing market conditions and customer demands, and the emergence of
new industry standards and practices that could render our website and
proprietary technology obsolete. Our future success will substantially depend on
our ability to enhance our existing services, develop new services and
proprietary technology and respond to technological advances in a timely and
cost-effective manner. The development of other proprietary technology entails
significant technical and business risk. There can be no assurance that we will
be successful in developing and using new technologies or adapt our proprietary
technology and systems to meet emerging industry standards and customer
requirements. If we are unable, for technical, legal, financial, or other
reasons, to adapt in a timely manner in response to changing market conditions
or customer requirements, or if our new products and electronic commerce
services do not achieve market acceptance, our business, prospects, results of
operations and financial condition would be materially adversely
affected.
Internet
commerce security threats could pose a risk to our online sales and overall
financial performance.
A
significant barrier to online commerce is the secure transmission of
confidential information over public networks. We will rely on encryption and
authentication technology to provide the security and authentication necessary
to effect secure transmission of confidential information. There can be no
assurance that advances in computer capabilities; new discoveries in the field
of cryptography or other developments will not result in a compromise or breach
of the algorithms used by us and our partners to protect consumer’s transaction
data. If any such compromise of security were to occur, it could have a
materially adverse effect on our business, prospects, financial condition and
results of operations. A party who is able to circumvent our security measures
could misappropriate proprietary information or cause interruptions in our
operations. We may be required to expend significant capital and other resources
to protect against such security breaches or to alleviate problems caused by
such breaches. Concerns over the security of transactions conducted on the
Internet and the privacy of users may also hinder the growth of online services
generally, especially as a means of conducting commercial transactions. To the
extent that our activities, our partners or third-party contractors involve the
storage and transmission of proprietary information, such as credit card
numbers, security breaches could damage our reputation and expose us to a risk
of loss or litigation and possible liability. There can be no assurance that our
security measures will not prevent security breaches or that failure to prevent
such security breaches will not have a materially adverse effect on our
business, prospects, financial condition and results of
operations.
9
There
will be risks associated with our domain names.
We
will hold various Web domain names relating to our brand. The acquisition and
maintenance of domain names is generally regulated by governmental agencies and
their designees. The regulation of domain names in the United States and in
foreign countries is subject to change. Governing bodies may establish
additional top-level domains, appoint additional domain name registrars or
modify the requirements for holding domain names. As a result, there can be no
assurance that we will be able to acquire or maintain relevant domain names in
all of the countries in which it conducts business. Furthermore, the
relationship between regulations governing domain names and laws protecting
trademarks and similar proprietary rights is unclear. We, therefore, may be
unable to prevent third parties from acquiring domain names that are similar to,
infringe upon or otherwise decrease the value of our proprietary rights. Any
such inability could have a materially adverse effect on our business,
prospects, financial condition and results of operations.
We
may face possible liability for information displayed on our web
sites.
We may
be subjected to claims for defamation, negligence, copyright or trademark
infringement or based on other theories relating to the information we publish
on our Web site and across our distribution network. These types of claims have
been brought, sometimes successfully, against online services as well as other
print publications in the past. We could also be subjected to claims based upon
the content that is accessible from our Web sites and distribution network
through links to other Web sites.
We
may not be able to manage our growth effectively.
We must
continually implement and improve our products and/or services, operations,
operating procedures and quality controls on a timely basis, as well as expand,
train, motivate and manage our work force in order to accommodate anticipated
growth and compete effectively in our market segment. Successful implementation
of our strategy also requires that we establish and manage a competent,
dedicated work force and employ additional key employees in corporate
management, product design, client service and sales. We can give no assurance
that our personnel, systems, procedures and controls will be adequate to support
our existing and future operations. If we fail to implement and improve these
operations, there could be a material, adverse effect on our business, operating
results and financial condition.
If
we do not continually update our services, they may become obsolete and we may
not be able to compete with other companies.
We cannot
assure you that we will be able to keep pace with advances or that our services
will not become obsolete. We cannot assure you that competitors will not develop
related or similar services and offer them before we do, or do so more
successfully, or that they will not develop services and products more effective
than any that we have or are developing. If that happens, our business,
prospects, results of operations and financial condition will be materially
adversely affected.
We
have agreed to indemnify our officers and directors against lawsuits to the
fullest extent of the law.
We are a
Nevada corporation. Nevada law permits the indemnification of officers and
directors against expenses incurred in successfully defending against a claim.
Nevada law also authorizes Nevada corporations to indemnify their officers and
directors against expenses and liabilities incurred because of their being or
having been an officer or director. Our organizational documents provide for
this indemnification to the fullest extent permitted by law.
We
currently do not maintain any insurance coverage. In the event that we are found
liable for damage or other losses, we would incur substantial and protracted
losses in paying any such claims or judgments. We have not maintained liability
insurance in the past, but intend to acquire such coverage immediately upon
resources becoming available. There is no guarantee that we can secure such
coverage or that any insurance coverage would protect us from any damages or
loss claims filed against it.
10
If
we engage in any acquisition, we will incur a variety of costs and may never
realize the anticipated benefits of the acquisition.
We may
attempt to acquire businesses, technologies, services or products or license
technologies that we believe are a strategic fit with our business. We have
limited experience in identifying acquisition targets, and successfully
completing and integrating any acquired businesses, technologies, services or
products into our current infrastructure. The process of integrating any
acquired business, technology, service or product may result in unforeseen
operating difficulties and expenditures and may divert significant management
attention from our ongoing business operations. As a result, we will incur a
variety of costs in connection with an acquisition and may never realize our
anticipated benefits.
We
may engage in transactions that present conflicts of interest.
The
Company’s officers and directors may enter into agreements with the Company from
time to time which may not be equivalent to similar transactions entered into
with an independent third party. A conflict of interest arises whenever a person
has an interest on both sides of a transaction. While we believe that it will
take prudent steps to ensure that all transactions between the Company and any
officer or director is fair, reasonable, and no more than the amount it would
otherwise pay to a third party in an “arms’-length” transaction, there can be no
assurance that any transaction will meet these requirements in every
instance.
Risks
Relating to Ownership of Our Common Stock
There
is no active market for our Common Stock. One may never develop or if developed,
be sustained and you could lose your investment in our Common
Stock.
Currently,
there is no active trading market for our Common Stock. Following the
effectiveness of this registration statement, we intend to request that a
broker-dealer/market maker submit an application to make a market for our Common
Stock shares on the OTC Bulletin Board. There can be no assurance, however, that
the application will be accepted or that any trading market will ever develop or
be maintained on the OTC Bulletin Board. Any trading market that may develop in
the future for our Common Stock will most likely be very volatile; and numerous
factors beyond our control may have a significant effect on the market. Only
companies that report their current financial information to the SEC may have
their securities included on the OTC Bulletin Board. Therefore, only upon the
effective date of this registration statement will our Common Stock become
eligible to be quoted on the OTC Bulletin Board. In the event that we lose our
status as a "reporting issuer," any future quotation of our Common Stock on the
OTC Bulletin Board may be jeopardized.
We
are selling this offering without an underwriter and may be unable to sell any
shares. Unless we are successful in selling the shares and receiving the
proceeds from this offering, we may have to seek alternative financing to
implement our business plans and you would receive a return of your entire
investment.
This
offering is self-underwritten, that is, we are not going to engage the services
of an underwriter to sell the shares; we intend to sell them through our officer
and director, who will receive no commissions. She will offer the shares to
friends, relatives, acquaintances and business associates; however, there is no
guarantee that she will be able to sell any of the shares.
Due
to the lack of a trading market for our securities, you may have difficulty
selling any shares you purchase in this offering.
There
is presently no demand for our Common Stock and no public market exists for the
shares being offered in this prospectus. We plan to solicit a market maker
immediately following the effectiveness of this Registration Statement to apply
to have the shares quoted on the OTC Electronic Bulletin Board (OTCBB). The
OTCBB is a regulated quotation service that displays real-time quotes, last sale
prices and volume information in over-the-counter (OTC) securities. The OTCBB is
not an issuer listing service, market or exchange. Although the OTCBB does not
have any listing requirements per se, to be eligible for quotation on the OTCBB,
issuers must remain current in their filings with the SEC or applicable
regulatory authority. Market Makers are not permitted to begin quotation of a
security whose issuer does not meet this filing requirement. Securities already
quoted on the OTCBB that become delinquent in their required filings will be
removed following a 30 or 60 day grace period if they do not make their required
filing during that time. We cannot guarantee that our application will be
accepted or approved and our stock listed and quoted for sale. As of the date of
this filing, there have been no discussions or understandings between On-Air
Impact, Inc. and anyone acting on our behalf with any market maker regarding
participation in a future trading market for our securities. If no market is
ever developed for our Common Stock, it will be difficult for you to sell any
shares you purchase in this offering. In such a case, you may find that you are
unable to achieve any benefit from your investment or liquidate your shares
without considerable delay, if at all. In addition, if we fail to have our
Common Stock quoted on a public trading market, your Common Stock will not have
a quantifiable value and it may be difficult, if not impossible, to ever resell
your shares, resulting in an inability to realize any value from your
investment.
11
The
failure to comply with the internal control evaluation and certification
requirements of Section 404 of Sarbanes-Oxley Act could harm our operations and
our ability to comply with our periodic reporting obligations.
Our
Company is subject to the reporting requirements of the Securities Exchange Act
of 1934, as amended, or the Exchange Act. We are also required to comply with
the internal control evaluation and certification requirements of Section 404 of
the Sarbanes-Oxley Act of 2002. We are in the process of determining whether our
existing internal controls over financial reporting systems are compliant with
Section 404. This process may divert internal resources and will take a
significant amount of time, effort and expense to complete. If it is determined
that we are not in compliance with Section 404, we may be required to implement
new internal control procedures and reevaluate our financial reporting. We may
experience higher than anticipated operating expenses as well as outside auditor
fees during the implementation of these changes and thereafter. Further, we may
need to hire additional qualified personnel in order for us to be compliant with
Section 404. If we are unable to implement these changes effectively or
efficiently, it could harm our operations, financial reporting or financial
results and could result in our being unable to obtain an unqualified report on
internal controls from our independent auditors, which could adversely affect
our ability to comply with our periodic reporting obligations under the Exchange
Act and the rules of the Nasdaq Global Market.
Our
Common Stock will be subject to the "Penny Stock" rules of the SEC and the
trading market in our securities is limited, which makes transactions in our
stock cumbersome and may reduce the value of an investment in our
stock.
The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes the
definition of a "penny stock," for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules
require:
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that
a broker or dealer approve a person's account for transactions in penny
stocks; and
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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.
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In order
to approve a person's account for transactions in penny stocks, the broker or
dealer must:
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obtain
financial information and investment experience objectives of the person;
and
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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.
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The
broker or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prescribed by the Commission relating to the penny stock
market, which, in highlight form:
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sets
forth the basis on which the broker or dealer made the suitability
determination; and
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that
the broker or dealer received a signed, written agreement from the
investor prior to the transaction.
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Generally,
brokers may be less willing to execute transactions in securities subject to the
"penny stock" rules. This may make it more difficult for investors to dispose of
our Common Stock and cause a decline in the market value of our
stock.
12
Disclosure
also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading and about the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.
The
price of our shares of Common Stock in the future may be volatile.
If a
market develops for our Common Stock, of which no assurances can be given, the
market price of our Common Stock will likely be volatile and could fluctuate
widely in price in response to various factors, many of which are beyond our
control, including: technological innovations or new products and services by us
or our competitors; additions or departures of key personnel; sales of our
Common Stock; our ability to integrate operations, technology, products and
services; our ability to execute our business plan; operating results below
expectations; loss of any strategic relationship; industry developments;
economic and other external factors; and period-to-period fluctuations in our
financial results. Because we have a very limited operating history with
limited to no revenues to date, you may consider any one of these factors to be
material. Our stock price may fluctuate widely as a result of any of the
above. In addition, the securities markets have from time to time
experienced significant price and volume fluctuations that are unrelated to the
operating performance of particular companies. These market fluctuations may
also materially and adversely affect the market price of our Common
Stock.
Investors
in this offering will bear a substantial risk of loss due to immediate and
substantial dilution.
The
principal shareholders of On-Air Impact, Inc. are Edward and Dorothy
Whitehouse, who also serve as the Company’s officers and directors. Together,
they own 5,000,000 restricted shares of the Company’s Common Stock. Upon
the sale of the Common Stock offered hereby, the investors in this offering will
experience an immediate and substantial “dilution.” Therefore, the investors in
this offering will bear a substantial portion of the risk of loss. Additional
sales of the Company’s Common Stock in the future could result in further
dilution. Please refer to the section entitled “Dilution” herein.
We
have never paid and we might never pay dividends.
To
date, we have not paid any cash dividends on our common stock. Even if we become
profitable in the future, it is likely that we will retain much or all of our
future earnings to finance future growth and expansion.
FORWARD
LOOKING STATEMENTS
When used
in this Prospectus, the words or phrases “will likely result,” “we expect,”
“will continue,” “anticipate,” “estimate,” “project,” ”outlook,” “could,”
“would,” “may,” or similar expressions are intended to identify forward-looking
statements. We wish to caution readers not to place undue reliance on any such
forward-looking statements, each of which speaks only as of the date made. Such
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from historical earnings and those presently
anticipated or projected. Such risks and uncertainties include, among others,
success in reaching target markets for products in a highly competitive market
and the ability to attract future customers, the size and timing of additional
significant orders and their fulfillment, the success of our business emphasis,
the ability to finance and sustain operations, the ability to raise equity
capital in the future, e and the size and timing of additional significant
orders and their fulfillment. We have no obligation to publicly release the
results of any revisions, which may be made to any forward-looking statements to
reflect anticipated or unanticipated events or circumstances occurring after the
date of such statements.
13
DESCRIPTION
OF BUSINESS
Organizational
History
We
were incorporated in State of Nevada on May 26, 2010 and are a development stage
company The Company is authorized to issue one hundred ten million (110,000,000)
shares of capital stock, one hundred million (100,000,000) shares of which are
designated as Common Stock, and ten million (10,000,000) shares of preferred
stock, $0.0001 par value, which can be designated by the Board of Directors in
one or more classes with voting powers, full or limited, or no voting powers,
and such designations, preferences, limitations or restrictions. There are
currently an aggregate of 5,000,000 shares of the Company’s Common Stock issued
and outstanding and no preferred shares designated or issued.
Goals
Our
goals are as follows:
First,
to commission a consumer research project by a research firm. The goal of the
study will be to quantify the value of 30-second commercial
spot.
Second,
to develop custom software by an outside programmer. This software will focus on
assigning values to advertisements’ duration, size, screen positioning,
broadcast timing, occlusion (when a message/logo is obstructed or blocked) and
clutter (the large volume of advertising messages that the average consumer is
exposed to on a daily basis). Ultimately, when complete, we believe that the
software will deliver the highest level of accuracy in the sports and
entertainment sector.
Third,
to work with a website developer to complete an end user web interface. This
final process starts when the software data output is inputted into the program.
From there, the data is filtered through a proprietary grading system which
simultaneously scores each exposure while incorporating the results of the
market study. This will provide an output that will be expressed in the form of
a “monetary range.” Our intended clients can be broken-down into four
categories: Team Sports and Events, Media Rights Holders, Sponsorship and Event
Agencies, and Consumer Brands.
Our
mission is to provide our clients with not only irrefutable brand analysis data
but also a deep understanding of sponsorship impact and effectiveness, along
with in-depth insights which in turn help clients maximize their marketing
investments.
We are an
information provider to the sponsorship industry, focusing on one single
objective: to deliver invaluable insights into best practice marketing solutions
in the sponsorship and branded content space.
There is
an increased need for accountability in all types of marketing. Television
advertising uses ratings amongst other things to make decisions on the
allocation of marketing spending. However, the value of other marketing levers,
like branded content and sponsorships, has long been a contentious issue argued
by sponsors, rights holders, broadcasters, advertisers and media
buyers.
Our
goal is to provide a new level of evidence based accountability for branded
content and sponsorship by offering a means of quantifying brand exposure in
broadcast. In addition to this, our goal will be to support brand exposure
quantification with both customized and bespoke effectiveness research and a
commitment to providing our clients with industry-leading insights and
recommendations to maximize their marketing investment.
14
Our
main objectives are reinvent the analytics of on-air media measurement; and
provide superior, client centric consultation and actionable
data.
Media, Advertisers, and
Agency Need
For
decades, advertisers, sponsors and media / sponsorship agencies have relied on
Nielsen Media Research to provide a ratings system which measures television
viewership. This rating system, in turn, is used by broadcasters and advertisers
to negotiate the cost of a 30-second commercial spot. Henceforth, the
negotiations are relatively simple, as both parties have agreed upon a universal
system of measurement and pricing. With the increase in available
alternate forms of brand messaging (more cable networks, growth of digital),
there is more competition for advertising and sponsorship dollars. In response,
Media Groups are offering in-program “added value” branding opportunities to
entice investment dollars. -
The concept of “added value” is that the customer gains some additional
marketing advantage without having to pay for it - or pay very little, compared
with its value to the customer. FedEx logo might be the up on the screen/TV as a
sponsor of ESPN's bottom-line (scores/updates) once during a
telecast. Unlike the widely adopted Nielsen ratings system for the
30-second unit, there is currently not an effective way to measure these newly
created, on-air “added value” assets.
OPERATING
STRATEGIES
Formation
of the Core Offering
Consumer Research
Project
Upon
the obtainment of sufficient funds from this offering, we will commission a
consumer research project with an outside research firm. With a
representative sample of 900 sports respondents, the goal of the study will be
to equate consumer perceptions of on-air sponsor detections (In-Stadium and
On-Air signage, Animated Billboards, etc) with the common currency in the
television marketplace, the 30-second commercial unit. In addition, this will
dispel a long standing myth that all detections should be viewed of equal
value.. Once completed, this data will be used to rank, in sequential order, the
value of most on-air exposures. For example, if commercial units were selling
for $100,000 per 30 seconds, and signage is valued (via the research) at 25% the
value of a 30-second spot, then the signage is valued at $25,000 per 30
seconds.
Proprietary Software
Program
After the research program
is completed we intend to engage a software developer to develop the
custom Image Recognition Software. The custom software will be used to isolate,
identify and analyze each branded sponsor detection occurring on-screen. Once
the image is identified, the software will assign characteristic values based on the
following variables: duration, size, screen positioning, broadcast timing,
occlusion, and clutter. The software is expected to deliver the highest level of
accuracy in the sports analytics marketplace.
Merging the market study
with the software program
Once
the software program isolates and reports on the various sponsor detections, the
data will be transferred to On-Air Impact’s-owned server. From there, the data
will pass through a a “scoring system” filter (developed by the On-Air Impact
Principals), which scores each detection based on characteristics derived from
the software.
After
passing through the scoring system, a final calculation, which accounts for the
market research information, will provide the final output for On-Air Impact
clients.
15
Unlike
our competitors, the On-Air Impact value will be expressed in the form of a monetary range (e.g.
$61,500 – 72,650). This range is the result of the standard deviations related
to any market research study and accuracy levels of the software.
Consultative
Services
Another
critical point of differentiation from competitors, and subsequent fourth
portion of the Company’s core offering, is consulting services based upon the
Principals’ industry knowledge and expertise.
COMPETITIVE
OVERVIEW
Competition
Analysis
Overview
While
several companies are engaged to some degree in the valuation measurement space,
two companies, Image Impact and Repucom, have gained both marketplace momentum
and “unofficial” market leadership status. On-Air Impact will compete directly
for market share against these leaders.
At the
present, we do not have any patents or trademarks. As our business grows, we
intend to apply for patents and trademarks to protect our proprietary software
and other intellectual property,
We do not
require any government approval for our services.
We will
be subject to federal laws and regulations that relate directly or indirectly to
our operations including securities laws. We will also be subject to common
business and tax rules and regulations pertaining to the operation of our
business.
Other
than time spent researching our proposed business, the Company has not spent any
funds on research and development activities to date. The Company plans to spend
funds on Services Development as detailed in sections titled “Use of Proceeds,”
“Description of Business” and “Management’s Discussion and Analysis or Plan of
Operation.”
Our
operations are not subject to any environmental laws.
We
currently have two employees, Dorothy Whitehouse, our Chief Executive Officer,
President and director, and Edward Whitehouse, our Secretary, Treasurer and
director. Dorothy and Edward are spouses and are responsible for the primary
operation of our business. There are no formal employment agreements between the
Company and Edward and Dorothy Whitehouse.
In the
event our Company does not have adequate proceeds from this offering, our
Officers and Directors, Mrs. Dorothy Whitehouse and Mr. Edward Whitehouse, have
verbally agreed to fund the Company for an indefinite period of time. The
funding of the Company by our Officers will create a further liability of the
Company to be reflected on the Company’s financial statements. Our Officers’
commitment to personally fund the Company is not contractual and could cease at
any moment in their sole and absolute discretion.
16
Penny
Stock Rules
The
Securities and Exchange Commission has adopted rules that regulate broker-dealer
practices in connection with transactions in penny stocks. Penny stocks are
generally equity securities with a price of less than $5.00 (other than
securities registered on certain national securities exchanges or quoted on the
Nasdaq system, provided that current price and volume information with respect
to transactions in such securities is provided by the exchange or
system).
A
purchaser is purchasing penny stock which limits the ability to sell the stock.
The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. The shares will remain penny stocks for the
foreseeable future. The classification of penny stock makes it more difficult
for a broker-dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his/her investment. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.
The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from those rules, to deliver a standardized risk disclosure
document, which:
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Contains
a description of the nature and level of risk in the market for penny
stock in both Public offerings and secondary
trading;
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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;
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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;
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Contains
a toll-free number for inquiries on disciplinary
actions;
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Defines
significant terms in the disclosure document or in the conduct of trading
penny stocks; and
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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.
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The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, to the customer:
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The
bid and offer quotations for the penny
stock;
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The
compensation of the broker-dealer and its salesperson in the
transaction;
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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
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Monthly
account statements showing the market value of each penny stock held in
the customer’s account.
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In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser’s written acknowledgement of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.
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Regulation
M
Our
officer and director, who will offer and sell the Shares, is aware that she is
required to comply with the provisions of Regulation M promulgated under the
Securities Exchange Act of 1934, as amended. With certain exceptions, Regulation
M precludes the officers and directors, sales agents, any broker-dealer or other
person who participate in the distribution of shares in this offering from
bidding for or purchasing, or attempting to induce any person to bid for or
purchase any security which is the subject of the distribution until the entire
distribution is complete.
Stock
Transfer Agent
We
currently do not have a stock transfer agent. However, we will identify an agent
to retain that will facilitate the processing of the certificates upon closing
of the offering. .
DESCRIPTION
OF PROPERTY
Our
executive office is currently located 130 Maple Avenue, Suite 6D, Red Bank, NJ
07701. This space is provided to us free of charge by Edward and Dorothy
Whitehouse, our officers and directors.
We
anticipate that we will require additional office space to facilitate the
implementation of our business plan once sufficient revenues are attained which
would allow such an action. We have recently undertaken a comprehensive review
of additional office space available in the Red Bank, New Jersey area and found
that many suitable commercial office spaces are perpetually available, and that
prices range from approximately $25.00 - $30.00 per square foot. Management of
the Company believes that office space of approximately one thousand square feet
will be sufficient for current operations, but anticipates that continued growth
or expansion could require larger space.
LEGAL
PROCEEDINGS
We are
not currently a party to any legal proceedings nor do we have knowledge of any
pending or threatened legal claims.
USE
OF PROCEEDS
On-Air
Impact, Inc. intends to use the proceeds from this offering as follows in the
event 10%, 50% and 100% of the Shares are sold (minus offering expenses of
$7,000, including SEC registration fees and legal, accounting, and printer and
transfer agent fees):
Application
of Proceeds Assuming 10% of total Offering is attained:
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 |
18
(1)
|
Includes
legal fees, accounting fees, and general
overhead.
|
(2)
|
No
salaries will be paid until the company is
profitable.
|
Application
of Proceeds Assuming 50% of total Offering is attained:
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.
|
Application
of Proceeds Assuming 100% of total Offering is attained:
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.
|
The above
tables represent our intended uses of proceeds based on our ability to raise
certain amounts of the contemplated offering. To the extent that we cannot raise
the entire amount contemplated by this offering, our Officers and Directors,
Mrs. Dorothy Whitehouse and Mr. Edward Whitehouse, have verbally agreed to fund
the Company for an indefinite period of time. The funding of the Company by our
Officers will create a further liability to the Company to be reflected on the
Company’s financial statements. Our Officers’ commitment to personally fund the
Company is not contractual and could cease at any moment in their sole and
absolute discretion.
19
DETERMINATION
OF OFFERING PRICE
The
$0.10 per share offering price of our Common Stock was arbitrarily determined by
our management team. There is no relationship whatsoever between this price and
our assets, earnings, book value or any other objective criteria of
value.
We
intend to apply to request a broker-dealer apply to have our Common Stock listed
on the OTC Bulletin Board upon the effectiveness of the registration statement
on Form S-1, of which this prospectus is a part. If our Common Stock becomes
quoted on the OTC Bulletin Board and a market for the stock develops, the actual
price of stock will be determined by prevailing market prices at the time of
sale. The offering price would thus be determined by market factors outside of
our control.
DILUTION
Upon
purchasing share in this offering, you will experience immediate and substantial
dilution.
“Dilution”
represents the difference between the offering price of the shares of Common
Stock and the net book value per share of Common Stock immediately after
completion of the offering. “Net Book Value” is the amount that results from
subtracting total liabilities from total assets. In this offering, the level of
dilution is increased as a result of the relatively low book value of On-Air
Impact’s issued and outstanding stock. This is due in part because of the Common
Stock issued to the On-Air Impact officers, directors, and employees totaling
5,000,000 shares at par value $0.0001 per share versus the current offering
price of $0.10 per share. On-Air Impact’s net book value on July 13, 2010 was
$1,250 or $0.0003 per share. Assuming all 2,000,000 shares offered are sold, and
in effect On-Air Impact receives the maximum estimated proceeds of this offering
from shareholders, On-Air Impact’s net book value will be approximately $201,250
or $0.0288 per share. Therefore, any investor will incur an immediate and
substantial dilution of approximately 70% while the On-Air Impact present
stockholder will receive an increase of $0.0713 per share in the net tangible
book value of the shares that she holds. This will result in a 71% dilution for
purchasers of stock in this offering.
This
table represents a comparison of the prices paid by purchasers of the Common
Stock in this offering and the individual who received shares in On-Air Impact,
Inc. previously based on assumptions that the Company sells 10%, 50%, and 100%
of the Offering Shares:
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 | % |
Table is
gross figures, does not account for expenses
20
PLAN
OF DISTRIBUTION
Offering
will be Sold by Our Officer and Director
This is a
self-underwritten “best-efforts” offering. This Prospectus is part of a
Prospectus that permits our officer and director to sell the Shares directly to
the public, with no commission or other remuneration payable to her for any
Shares she sells. There are no plans or arrangements to enter into any contracts
or agreements to sell the Shares with a broker or dealer. Edward Whitehouse and
Dorothy Whitehouse, our officers and directors, will sell the shares and intends
to offer them to friends, family members and personal and professional
acquaintances. In offering the securities on our behalf, Edward Whitehouse and
Dorothy Whitehouse will rely on the safe harbor from broker dealer registration
set out in Rule 3a4-1 under the Securities Exchange Act of 1934. In their
endeavors to sell this offering, neither Edward Whitehouse nor Dorothy
Whitehouse intends to use any mass-advertising methods such as the Internet or
print media.
Edward
Whitehouse and Dorothy Whitehouse will not register as a broker-dealer pursuant
to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule
3a4-1, which sets forth the conditions under which a person associated with an
Issuer, may participate in the offering of the Issuer's securities and not be
deemed to be a broker-dealer.
|
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).
|
Our
officers, directors, control persons and affiliates of same do not intend to
purchase any shares in this offering.
Terms
of the Offering
The
Company is offering on a best-efforts basis 2,000,000 shares of its Common Stock
at a price of $0.10 per share. This is the initial offering of Common Stock of
On-Air and no public market exists for the securities being offered. The Company
is offering the shares on a “self-underwritten,” directly through officers and
directors. The shares will be offered at a fixed price of $0.10 per share
for a period not to exceed 180 days from the date of this prospectus. There is
no minimum number of shares required to be purchased. This offering is on a best
effort basis. No commission or other compensation related to the sale of the
shares will be paid to our officer and director. The intended methods of
communication include, without limitations, telephone, and personal
contact.
The
offering shall terminate on the earlier of (i) the date when the sale of all
2,000,000 shares is completed or (ii) one hundred and eighty (180) days from the
date of this prospectus. The Company will not extend the offering period beyond
one hundred and eighty (180) days from the effective date of this
prospectus.
There can
be no assurance that any of the shares will be sold. As of the date of this
Prospectus, the Company has not entered into any agreements or arrangements for
the sale of the shares with any broker/dealer or sales agent. However, if On-Air
were to enter into such arrangements, On-Air will file a post effective
amendment to disclose those arrangements because any broker/dealer participating
in the offering would be acting as an underwriter and would have to be so named
in the prospectus.
21
In order
to comply with the applicable securities laws of certain states, the securities
may not be offered or sold unless they have been registered or qualified for
sale in such states or an exemption from such registration or qualification
requirement is available and with which the Company has complied. The purchasers
in this offering and in any subsequent trading market must be residents of such
states where the shares have been registered or qualified for sale or an
exemption from such registration or qualification requirement is available. As
of the date of this prospectus, On-Air has not identified the specific states
where the offering will be sold. On-Air will file a pre-effective amendment
indicating which state(s) the securities are to be sold pursuant to this
registration statement.
Deposit
of Offering Proceeds
The
proceeds from the sale of the shares in this offering will be payable to The Sourlis Law Firm, Escrow
Agent f/b/o On-Air Impact, Inc. (“Trust Account”) and will be deposited
in a non-interest bearing Attorney Trust bank account. All subscription
agreements and checks are irrevocable and should be delivered to The Sourlis Law
Firm, Virginia K. Sourlis, Esq., 214 Broad St., Red Bank, NJ 07701. Failure to
do so will result in checks being returned to the investor, who submitted the
check. All subscription funds will be held in the Trust Account pending and no
funds shall be released to On-Air until such a time as the entire offering is
sold or the Offering is terminated. No fees will be paid to The Sourlis Law Firm
for acting as escrow agent.
Procedures
and Requirements for Subscription
Prior to
the effectiveness of the Registration Statement, the Company has not provided
potential purchasers of the securities being registered herein with a copy of
this prospectus. Investors can purchase Common Stock in this offering by
completing a Subscription Agreement and sending it together with payment in full
to The Sourlis Law Firm, Escrow Agent f/b/o On-Air Impact, Inc., 214 Broad St.,
Red Bank, NJ 07701. All payments are required in the form of United States
currency either by personal check, bank draft, or by cashier’s check. There is
no minimum subscription requirement. All subscription agreements and checks are
irrevocable. On-Air reserves the right to either accept or reject any
subscription. Any subscription rejected within this 30-day period will be
returned to the subscriber within five business days of the rejection date.
Furthermore, once a subscription agreement is accepted, it will be executed
without reconfirmation to or from the subscriber. Once On-Air accepts a
subscription, the subscriber cannot withdraw it.
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The
following table sets forth the respective names, ages and positions of our
directors and executive officers as well as the year that each of them commenced
serving as a director of the Company. The terms of all of the directors, as
identified below, will run until our annual meeting of stockholders in 2011 or
until their successors are elected and qualified.
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
|
Management
and Director Biographies
Each of
the foregoing person(s) may be deemed a "promoter" of the Company, as that term
is defined in the rules and regulations promulgated under the Securities Act.
Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and have qualified.
Officers
are appointed to serve until the meeting of the Board of Directors following the
next annual meeting of stockholders and until their successors have been elected
and have qualified.
22
Dorothy Whitehouse – Chief
Executive Officer, President and Director.
From
2000 to 2006, Dorothy served as Vice President of Sports and On-Air Management
at ESPN ABC Sports. While at ESPN ABC Sports, Dorothy was charged with
overseeing all aspects of the Company’s partnership with the leagues they had
associations with and generating major sponsorship related revenues across the
various media divisions. From 2006 Dorothy served as a Sales Associate for
Sourlis International Realty handling various commercial and residential real
estate transactions such as the listing and leasing of properties and property
management.
Dorothy
is a graduate of the University of Michigan (1993), Emerson College (1994) and
Rutgers University School of Law (1998).
Edward Whitehouse – Secretary, Treasurer and
Director.
From
2005 to the present, Edward has been working for Sourlis International Realty as
a Sales Associate handling various commercial and residential real estate
transactions such as the listing and leasing of properties and property
management. Prior to this, (2002-2005) Edward worked at HSBC Bank in London,
serving as the Head of the Investment Advisory Group. Edward is a graduate of
Kean University (1993).
DIRECTOR
AND OFFICER COMPENSATION
The
following table sets forth the cash compensation paid by the Company to its
Chief Executive Officer, President and all other executive officers for services
rendered since May 26, 2010 (Inception):
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
|
Officer
Compensation
We have
not paid any salary, bonus or other compensation to our officers and directors
since our inception. We presently have no compensation arrangements with our
officers and directors. We do not anticipate paying our officers in the next 12
months.
Director
Compensation
We do not
currently pay any cash fees to our directors, but we pay directors’ expenses in
attending board meetings.
Stock
Option Grants
The
Company has never issued any stock options to officers, employees or
otherwise.
23
Employment
Agreements
We
currently have no employment agreements with any personnel, executive officers
or directors.
Significant
Employees
We have
no significant employees other than our executive officers and directors named
in this prospectus. We conduct our business through agreements with consultants
and arms-length third parties. As of the date of this registration statement, we
have not contracted with any party.
Committees
of the Board of Directors
Our audit
committee presently consists of our two officers and directors. We do not have a
compensation committee, nominating committee, an executive committee of our
board of directors, stock plan committee or any other committees.
Code
of Ethics
We have
adopted a Code of Ethics and Code of Business Conduct that applies to our
officers and directors, and critical employees. The Code of Ethics and Code of
Business Conduct are attached to this registration statement as Exhibits 14.1
and 14.2, respectively.
Term
of Office
Our
director is appointed for a one-year term to hold office until the next annual
general meeting of our stockholders or until removed from office in accordance
with our bylaws.
24
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information regarding beneficial ownership as of the
date of this Prospectus by (i) each Named Executive Officer, (ii) each member of
our Board of Directors, (iii) each person deemed to be the beneficial owner of
more than five percent (5%) of any class of our Common Stock, and (iv) all of
our executive officers and directors as a group. Unless otherwise indicated,
each person named in the following table is assumed to have sole voting power
and investment power with respect to all shares of our Common Stock listed as
owned by such person.
As of the
date of this Prospectus, we have 5,000,000 shares of Common Stock issued and
outstanding and 0 shares of Preferred Stock issued and
outstanding.
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.
|
DESCRIPTION
OF SECURITIES
General
Under our
Certificate of Incorporation, we are authorized to issue an aggregate of
110,000,000 shares of capital stock, of which 100,000,000 are shares of Common
Stock, par value $0.0001 per share, or Common Stock and 10,000,000 are preferred
stock, par value $0.0001 per share, or Preferred Stock. As of the date hereof,
5,000,000 shares of our Common Stock are issued and outstanding in
uncertificated form, and there are approximately 1 holder of record of our
Common Stock.
Common
Stock
Pursuant
to our bylaws, our Common Stock is entitled to one vote per share on all matters
submitted to a vote of the stockholders, including the election of directors.
Except as otherwise required by law or provided in any resolution adopted by our
board of directors with respect to any series of preferred stock, the holders of
our Common Stock possess all voting power. Generally, all matters to be voted on
by stockholders must be approved by a majority (or, in the case of election of
directors, by a plurality) of the votes entitled to be cast by all shares of our
Common Stock that are present in person or represented by proxy, subject to any
voting rights granted to holders of any preferred stock. Holders of our Common
Stock representing one-percent (1%) of our capital stock issued, outstanding and
entitled to vote, represented in person or by proxy, are necessary to constitute
a quorum at any meeting of our stockholders. A vote by the holders of a majority
of our outstanding shares is required to effectuate certain fundamental
corporate changes such as liquidation, merger or an amendment to our Certificate
of Incorporation. Our Certificate of Incorporation do not provide for cumulative
voting in the election of directors.
25
Subject
to any preferential rights of any outstanding series of preferred stock created
by our board of directors from time to time, the holders of shares of our Common
Stock will be entitled to such cash dividends as may be declared from time to
time by our board of directors from funds available therefore.
Subject
to any preferential rights of any outstanding series of preferred stock created
from time to time by our board of directors, upon liquidation, dissolution or
winding up of our company, the holders of shares of our Common Stock will be
entitled to receive, on a pro rata basis, all assets of our company available
for distribution to such holders.
In the
event of any merger or consolidation of our company with or into another company
in connection with which shares of our Common Stock are converted into or
exchangeable for shares of stock, other securities or property (including cash),
all holders of our Common Stock will be entitled to receive the same kind and
amount of shares of stock and other securities and property (including cash), on
a pro rata basis.
Holders
of our Common Stock have no pre-emptive rights, no conversion rights and there
are no redemption provisions applicable to our Common Stock.
There
is no active market for our Common Stock.
Currently,
there is no active trading market for our Common Stock. Following the
effectiveness of this registration statement, we intend to request that a
broker-dealer/market maker submit an application to make a market for our Common
Stock shares on the OTC Bulletin Board. There can be no assurance, however, that
the application will be accepted or that any trading market will ever develop or
be maintained on the OTC Bulletin Board. Any trading market that may develop in
the future for our Common Stock will most likely be very volatile and numerous
factors beyond our control may have a significant effect on the market. Only
companies that report their current financial information to the SEC may have
their securities included on the OTC Bulletin Board. Therefore, only upon the
effective date of this registration statement will our Common Stock become
eligible to be quoted on the OTC Bulletin Board. In the event that we lose our
status as a "reporting issuer," any future quotation of our Common Stock on the
OTC Bulletin Board may be jeopardized.
Preferred
Stock
Our
Certificate of Incorporation authorizes our board of directors to issue up to
10,000,000 shares of preferred stock in one or more designated series, each of
which shall be so designated as to distinguish the shares of each series of
preferred stock from the shares of all other series and classes. Our board of
directors is authorized, without stockholders’ approval, within any limitations
prescribed by law and our Certificate of Incorporation, to fix and determine the
designations, rights, qualifications, preferences, limitations and terms of the
shares of any series of preferred stock including but not limited to the
following:
(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
|
26
(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.
|
As of the
date of this Registration, we have no shares of Preferred Stock issued and
outstanding, nor have we designated any classes of Preferred Stock.
Dividend
Policy
We have
never declared or paid any cash dividends on our Common Stock. We currently
intend to retain future earnings, if any, to finance the expansion of our
business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.
Share
Purchase Warrants
We have
not issued and do not have outstanding any warrants to purchase shares of our
Common Stock.
Options
We have
not issued and do not have outstanding any options to purchase shares of our
Common Stock.
Convertible
Securities
We have
not issued and do not have outstanding any securities convertible into shares of
our Common Stock or any rights convertible or exchangeable into shares of our
Common Stock.
INTERESTS
OF NAMED EXPERTS AND COUNSEL
No expert
or counsel named in this prospectus as having prepared or certified any part of
this prospectus or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of the Common Stock was employed on a contingency basis, or had, or
is to receive, in connection with the offering, a substantial interest, direct
or indirect, in our company or any of its parents or subsidiaries. Nor was any
such person connected with our company or any of its parents or subsidiaries as
a promoter, managing or principal underwriter, voting trustee, director,
officer, or employee.
EXPERTS
Philip
Magri, Esq. of The Sourlis Law Firm has assisted us in the preparation of this
prospectus and registration statement and will provide counsel with respect to
other legal matters concerning the registration and offering of the Common
Stock. Mr. Philip Magri, Esq., on behalf of The Sourlis Law Firm has consented
to being named as an expert in the Company’s registration statement, of which
this prospectus forms a part. This consent has been filed as an exhibit to the
registration statement.
Conner
& Associates, P.C., our certified public accountants, have audited our
financial statements included in this prospectus and registration statement to
the extent and for the periods set forth in their audit reports. Conner &
Associates has presented its report with respect to our audited financial
statements. The report of Conner & Associates is included in reliance upon
their authority as experts in accounting and auditing. Their consent to being
named as Experts is filed as Exhibit 23.1 to the Registration Statement of which
this Prospectus is a part.
27
DISCLOSURE
OF COMMISSION POSITION OF
INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Our
Articles of Incorporation and Bylaws provide no director shall be liable to the
corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director, except with respect to (1) a breach of the
director’s duty of loyalty to the corporation or its stockholders, (2) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (3) liability which may be specifically defined by law or (4)
a transaction from which the director derived an improper personal benefit, it
being the intention of the foregoing provision to eliminate the liability of the
corporation’s directors to the corporation or its stockholders to the fullest
extent permitted by law. The corporation shall indemnify to the fullest extent
permitted by law each person that such law grants the corporation the power to
indemnify.
We have
been advised that, in the opinion of the SEC, indemnification for liabilities
arising under the Securities Act is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities is asserted by one of our directors,
officers, or controlling persons in connection with the securities being
registered, we will, unless in the opinion of our legal counsel, submit the
question of whether such indemnification is against public policy to a court of
appropriate jurisdiction.
ORGANIZATION
WITHIN LAST FIVE YEARS
See
“Certain Relationships and Related Transactions.”
28
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND
RESULTS OF OPERATIONS
You
should read the following discussion together with "Selected Historical
Financial Data" and our consolidated financial statements and the related notes
included elsewhere in this prospectus. This discussion contains forward-looking
statements, which involve risks and uncertainties. Our actual results may differ
materially from those we currently anticipate as a result of many factors,
including the factors we describe under "Risk Factors," "Special Note Regarding
Forward-Looking Statements" and elsewhere in this prospectus.
Forward
Looking Statements
Some of
the information in this section contains forward-looking statements that involve
substantial risks and uncertainties. You can identify these statements by
forward-looking words such as "may," "will," "expect," "anticipate," "believe,"
"estimate" and "continue," or similar words. You should read statements that
contain these words carefully because they:
|
·
|
discuss
our future expectations;
|
|
·
|
contain
projections of our future results of operations or of our financial
condition; and
|
|
·
|
state
other "forward-looking"
information.
|
We
believe it is important to communicate our expectations. However, there may be
events in the future that we are not able to accurately predict or over which we
have no control. Our actual results and the timing of certain events could
differ materially from those anticipated in these forward-looking statements as
a result of certain factors, including those set forth under "Risk Factors,"
"Business" and elsewhere in this prospectus. See "Risk Factors."
Unless
stated otherwise, the words “we,” “us,” “our,” “the Company” or “On-Air Impact”
in this prospectus collectively refers to the Company, On-Air Impact,
Inc.
Organizational
History
General
On-Air
Impact, Inc. (the “Company” or “On-Air Impact”) was incorporated in the State of
Nevada on May 26, 2010. On-Air Impact is a consulting and analytics company
serving the sports and entertainment industry. On-Air Impact provides clients
with measurement, valuation and analysis of on-air branded elements by merging
technology, research and industry experience. Our mantra is “Helping clients
make smarter decisions.”
There are
currently an aggregate of 5,000,000 shares of the Company’s Common Stock issued
and outstanding.
The
Company is authorized to issue one hundred ten million (110,000,000) shares of
capital stock, one hundred million (100,000,000) shares of which are designated
as Common Stock, and ten million (10,000,000) shares of preferred stock, $0.0001
par value, which can be designated by the Board of Directors in one or more
classes with voting powers, full or limited, or no voting powers, and such
designations, preferences, limitations or restrictions without stockholder
approval.
Plan
of Operations
The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As shown in the accompanying financial statements,
the Company has a negative current ratio and Company has incurred an accumulated
deficit of $3,750 for the period from May 26, 2010 (inception) to July 13, 2010.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern.
29
The
following table provides selected financial data about our company for the
period from the date of inception through July 13, 2010. For detailed financial
information, see the financial statements included in this
prospectus.
Balance Sheet
Data:
Cash
|
$ | 5,000 | ||
Total
assets
|
$ | 5,000 | ||
Total
liabilities
|
$ | 3,750 | ||
Shareholder’s
equity
|
$ | 1,250 |
Other
than the shares offered by this prospectus, no other source of capital has been
identified or sought. If we experience a shortfall in operating capital
prior to funding from the proceeds of this offering, our director has verbally
agreed to advance the Company funds to complete the registration
process.
The
future of the Company is dependent upon its ability to obtain financing and upon
future profitable operations from the development of its planned
business. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. These financial statements do not
include any adjustments that might arise from this uncertainty.
The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.
Proposed
Milestones to Implement Business Operations
The
following milestones are based on the estimates made by management. The working
capital requirements and the projected milestones are approximations and subject
to adjustments. Our 12-month budget is based on minimum operations, which will
be completely funded by the $200,000 raised through this offering. If we begin
to generate profits, we will increase our marketing and sales activity
accordingly. We estimate sales to begin approximately twelve (12) months
following closing of the offering. The costs associated with operating as a
public company are included in our budget. Management believes that
the costs of operating as a public company (as opposed to a private company)
could have a material negative impact on the company’s results of operations and
liquidity and could place a significant drain on capital
resources. Management will be responsible for the preparation of the
required documents to keep the costs to a minimum. To the extent that we cannot
raise the entire amount contemplated by this offering, Mrs. Dorothy Whitehouse
and Mr. Edward Whitehouse have committed to personally fund our venture for an
indefinite period of time to facilitate our ability to attain the following
operational milestones.
The
funding of the Company by our Officers and Directors will create a further
liability to the Company to be reflected on the Company’s financial statements.
Our Officers’ and Directors’ commitment to personally fund the Company is not
contractual and could cease at any moment in her sole and absolute discretion.
We plan to complete our milestones as follows:
First,
we will commission a research project and engage a third party research firm.
The goal of the study is to equate consumer perceptions of on-air sponsor
detections with the common currency in the television marketplace, the 30-second
commercial spot. Second,
while the study is being completed, custom software will be developed by an
outside programmer This software will assign characteristic values to each
individual exposure detected based on duration, size, screen positioning,
broadcast timing, occlusion (when a message/logo is obstructed or blocked) and
clutter (the large volume of advertising messages that the average consumer is
exposed to on a daily basis). Ultimately, when complete, we believe that the
software will deliver the highest level of accuracy in the sports and
entertainment sector.
30
Third,
On-Air Impact will work with an outside website developer. to complete the
process from server hosting to creation of an end user web interface. This final
process starts when the software data output is inputted into the server. From
there, the data is filtered through a proprietary grading system which
simultaneously scores each exposure while incorporating the results of the
market study. This will provide an output that will be expressed in the form of
a “monetary range”, which accounts for standard deviations in the market study
as well as accepted accuracy levels of the software. This is in direct contrast
to our competitors, who prefer to provide “exact dollar values,” which suggest
no possible standard deviations in their software models. Again, this provides
On-Air Impact with the advantage of providing output in the form of actionable,
industry neutral, dollar valuations. Finally, when combined with relevant,
industry leading consultation, the finished output will provide a product that
will transform the valuation and measurement space in both the sports and
entertainment industries.
The
estimated costs to be borne for the consumer research study to be conducted is
approximately $5,000 and the development of the software program is
approximately $25,000. The offering proceeds will not be applied to
any such costs.
Liquidity
and Capital Resources
At July
13, 2010, we had $5,000 in cash on hand and total liabilities of $3,750 and
there is substantial doubt as to our ability to continue as a going concern. To
date, our operations have been funded by our Officers and Directors pursuant to
a verbal, non binding agreement. Mrs. Dorothy Whitehouse and Mr. Edward
Whitehouse have agreed to personally fund the Company’s overhead expenses,
including legal, accounting, and operational expenses until the Company can
achieve revenues sufficient to sustain its operational and regulatory
requirements. As of the date of this registration statement, there are currently
no monies owed to our Officers pursuant to this verbal agreement.
We
believe that we will start to generate revenue in the next 12 months and that we
will need at least $100,000 to sustain our operations during such period. If we
do not raise enough proceeds in this offering, we might not be able to generate
revenue or continue operations and our shareholders will ultimately end up
holding stock in a company that has no revenue, no market for its common stock,
and could potentially be forced to shut down operations.
Off
–Balance Sheet Operations
The
Company does not have any off-balance sheet operations.
CRITICAL
ACCOUNTING POLICIES
The
accompanying financial statements have been prepared in accordance with United
States generally accepted accounting principles (US GAAP) for financial
information and in accordance with the Securities and Exchange Commission’s
Regulation S-X. They reflect all adjustments which are, in the opinion of the
Company’s management, necessary for a fair presentation of the financial
position and operating results as of and for the period May 26, 2010 (date of
inception) to July 13, 2010.
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and the reported revenues and expenses during the
reporting periods. Because of the use of estimates inherent in the financial
reporting process, actual results may differ significantly from those
estimates.
Cash and Cash
Equivalents
For
purposes of the statement of cash flows, the Company considers highly liquid
financial instruments purchased with a maturity of three months or less to be
cash equivalents. As of July 13, 2010, the Company maintained one bank account
with a financial institution located in New Jersey with a balance of
$5,000.
31
Fair Value of Financial
Instruments
The fair
value of cash and cash equivalents and accounts payable approximates the
carrying amount of these financial instruments due to their short
maturity.
Net Loss per Share
Calculation
Basic net
loss per common share ("EPS") is computed by dividing income (loss) available to
common stockholders by the weighted-average number of common shares outstanding
for the period. Diluted earnings per shares is computed by
dividing net income (loss) by the weighted average shares
outstanding, assuming all dilutive potential common shares were
issued.
Revenue
Recognition
For the
period May 26, 2010 (inception) to July 13, 2010, the Company did not realize
any revenue.
Income
Taxes
Income
taxes are provided for using the liability method of accounting. A
deferred tax asset or liability is recorded for all temporary differences
between financial and tax reporting. Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax basis.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effect of changes in tax laws and rates on the date of
enactment.
Recently Issued Accounting
Pronouncements
In June
2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 168,
“The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles – a replacement of FASB Statement No.
162,” (“SFAS 168”). SFAS 168 establishes the FASB Accounting
Standards Codification (“Codification”) as the source of authoritative
generally accepted accounting principles (“GAAP”) for nongovernmental
entities. The Codification does not change GAAP. Instead, it takes
the thousands of individual pronouncements that currently comprise GAAP and
reorganizes them into approximately ninety accounting topics, and displays all
topics using a consistent structure. Contents in each topic are
further organized first by subtopic, then section and finally paragraph. The
paragraph level is the only level that contains substantive content. Citing
particular content in the Codification involves specifying the unique
numeric path to the content through the topic, subtopic, section and paragraph
structure. FASB suggests that all citations begin with “FASB ASC,” where ASC
stands for Accounting Standards Codification. Changes to the ASC
subsequent to June 30, 2009 are referred to as Accounting Standards Updates
(“ASU”).
In
conjunction with the issuance of SFAS 168, the FASB also issued its first
Accounting Standards Update No. 2009-1, “Topic 105 –Generally Accepted
Accounting Principles” (“ASU 2009-1”) which includes SFAS 168 in its entirety as
a transition to the ASC.
ASU
2009-1 is effective for interim and annual periods ending after September 15,
2009 and will not have an impact on the Company’s financial position or results
of operations but will change the referencing system for accounting
standards.
As of
July 13, 2010, all citations to the various SFAS’ have been eliminated and will
be replaced with FASB ASC as suggested by the FASB in future interim and annual
financial statements.
As of
July 13, 2010, the Company does not expect any of the recently issued accounting
pronouncements to have a material impact on its financial condition or results
of operations.
32
Recent
Accounting Pronouncements
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS AND
CORPORATE GOVERNANCE
We are
currently operating out of the residence of Edward and Dorothy Whitehouse, as
agreed upon by on a rent-free basis for administrative purposes. There is no
written agreement or other material terms or arrangements relating to said
arrangement.
Other
than the foregoing, we do not currently have any conflicts of interest. We have
not yet formulated a policy for handling conflicts of interest, however, we
intend to do so upon completion of this offering and, in any event, prior to
hiring any additional employees.
On May
26, 2010 the Company issued an aggregate of 5,000,000 shares of Common Stock,
par value $0.0001, to Edward Dorothy Whitehouse for an aggregate of $5,000 as
founder stock.
To the
extent that we cannot raise the entire amount contemplated by this offering, our
Officers and Directors, Mrs. Dorothy Whitehouse and Mr. Edward Whitehouse, have
verbally agreed to fund the Company for an indefinite period of time. The
funding of the Company by our Officers will create a further liability to the
Company to be reflected on the Company’s financial statements. Our Officers’
commitment to personally fund the Company is not contractual and could cease at
any moment in their sole and absolute discretion.
INDEMNIFICATION
Pursuant
to the Articles of Incorporation and By-Laws of the Company, we may indemnify an
officer or director who is made a party to any proceeding, including a law suit,
because of his position, if he acted in good faith and in a manner he reasonably
believed to be in our best interest. In certain cases, we may advance
expenses incurred in defending any such proceeding. To the extent that the
officer or director is successful on the merits in any such proceeding as to
which such person is to be indemnified, we must indemnify him against all
expenses incurred, including attorney’s fees. With respect to a derivative
action, indemnity may be made only for expenses actually and reasonably incurred
in defending the proceeding, and if the officer or director is judged liable,
only by a court order. The indemnification is intended to be to the fullest
extent permitted by the laws of the State of Nevada.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers and controlling persons pursuant to the
provisions above, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act, and is, therefore,
unenforceable.
In the
event that a claim for indemnification against such liabilities, other than the
payment by us of expenses incurred or paid by one of our directors, officers, or
controlling persons in the successful defense of any action, suit or proceeding,
is asserted by one of our directors, officers, or controlling person in
connection with the securities being registered, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification is
against public policy as expressed in the Securities Act, and we will be
governed by the final adjudication of such issue.
Director
Independence
Our
determination of independence of our directors is made using the definition of
“independent director” contained under NASDAQ Marketplace Rule 4200(a)(15), even
though such definitions do not currently apply to us because we are not listed
on NASDAQ. Our only directors, Edward and Dorothy Whitehouse, are also officers
and therefore are not “independent” under this rule.
The OTCBB
on which we intend to have our shares of Common Stock quoted does not have any
director independence requirements. In determining whether our directors
are independent, we refer to NASDAQ Stock Market Rule 4200(a)(15). Based on
those widely-accepted criteria, we have determined that our Director(s) are not
independent at this time.
33
No
member of management is or will be required by us to work on a full time basis.
Accordingly, certain conflicts of interest may arise between us and our
officer(s) and director(s) in that they may have other business interests in the
future to which they devote their attention, and they may be expected to
continue to do so although management time must also be devoted to our business.
As a result, conflicts of interest may arise that can be resolved only through
their exercise of such judgment as is consistent with each officer's
understanding of his/her fiduciary duties to us.
The
Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the
SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a
result of Sarbanes-Oxley, require the implementation of various measures
relating to corporate governance. These measures are designed to enhance the
integrity of corporate management and the securities markets and apply to
securities that are listed on those exchanges or the Nasdaq Stock Market.
Because we are not presently required to comply with many of the corporate
governance provisions and because we chose to avoid incurring the substantial
additional costs associated with such compliance any sooner than legally
required, we have not yet adopted these measures.
Because
none of our directors are independent directors, we do not currently have
independent audit or compensation committees. As a result, these directors have
the ability, among other things, to determine their own level of compensation.
Until we comply with such corporate governance measures, regardless of whether
such compliance is required, the absence of such standards of corporate
governance may leave our stockholders without protections against interested
director transactions, conflicts of interest, if any, and similar matters and
investors may be reluctant to provide us with funds necessary to expand our
operations.
We intend
to comply with all corporate governance measures relating to director
independence as and when required. However, we may find it very difficult or be
unable to attract and retain qualified officers, directors and members of board
committees required to provide for our effective management as a result of
Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has
resulted in a series of rules and regulations by the SEC that increase
responsibilities and liabilities of directors and executive officers. The
perceived increased personal risk associated with these recent changes may make
it more costly or deter qualified individuals from accepting these
roles.
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
No
Public Market for Common Stock
There is
presently no public market for our Common Stock. We intend to request a
registered broker-dealer to apply to have our Common Stock quoted on the OTC
Bulletin Board upon the effectiveness of the registration statement of which
this prospectus forms a part. However, we can provide no assurance that our
shares will be traded on the OTC Bulletin Board or, if traded, that a public
market will materialize.
The
Securities and Exchange Commission has adopted rules that regulate broker-dealer
practices in connection with transactions in penny stocks. Penny stocks are
generally equity securities with a price of less than $5.00, other than
securities registered on certain national securities exchanges or quoted on the
NASDAQ system, provided that current price and volume information with respect
to transactions in such securities is provided by the exchange or quotation
system. The penny stock rules require a broker-dealer, prior to a transaction in
a penny stock, to deliver a standardized risk disclosure document prepared by
the SEC, that: (a) contains a description of the nature and level of risk in the
market for penny stocks in both public offerings and secondary trading; (b)
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 to
such duties or other requirements of Securities' laws; (c) contains a brief,
clear, narrative description of a dealer market, including bid and ask prices
for penny stocks and the significance of the spread between the bid and ask
price; (d) contains a toll-free telephone number for inquiries on disciplinary
actions; (e) defines significant terms in the disclosure document or in the
conduct of trading in penny stocks; and (f) 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 broker-dealer
also must provide, prior to effecting any transaction in a penny stock, the
customer with: (a) bid and offer quotations for the penny stock; (b) the
compensation of the broker-dealer and its salesperson in the transaction; (c)
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 (d) monthly account statements showing the market value of each penny stock
held in the customer's account. In addition, the penny stock rules require that
prior to a transaction in a penny stock not otherwise exempt from those rules;
the broker-dealer must make a special written determination that the penny stock
is a suitable investment for the purchaser and receive the purchaser's written
acknowledgment of the receipt of a risk disclosure statement, a written
agreement to transactions involving penny stocks, and a signed and dated copy of
a suitably written statement.
34
These
disclosure requirements may have the effect of reducing the trading activity in
the secondary market for our stock if it becomes subject to these penny stock
rules. Therefore, if our Common Stock becomes subject to the penny stock rules,
stockholders may have difficulty selling those securities.
Holders
of Our Common Stock
As of the
date of this prospectus, we have 1 holder of record of our Common
Stock.
Dividends
There are no restrictions in our
articles of incorporation or bylaws that prevent us from declaring
dividends. We have
not declared any dividends and we do not plan to declare any dividends in the
foreseeable future.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE
None.
WHERE
YOU CAN FIND MORE INFORMATION
We have
filed a registration statement on Form S-1 under the Securities Act with the
Securities and Exchange Commission with respect to the shares of our Common
Stock offered through this prospectus. This prospectus is filed as a part of
that registration statement, but does not contain all of the information
contained in the registration statement and exhibits. Statements made in the
registration statement are summaries of the material terms of the referenced
contracts, agreements or documents of our company. We refer you to our
registration statement and each exhibit attached to it for a more detailed
description of matters involving our company and the statements we have made in
this prospectus are qualified in their entirety by reference to these additional
materials. You may inspect the registration statement, exhibits and schedules
filed with the Securities and Exchange Commission at the SEC's principal office
in Washington, D.C. Copies of all or any part of the registration statement may
be obtained from the Public Reference Section of the SEC, Room 1580, 100 F
Street NE, Washington D.C. 20549. Please call the Securities and Exchange
Commission at 1-800-SEC-0330 for further information on the operation of the
public reference rooms. The Securities and Exchange Commission also maintains a
website at http://www.sec.gov
that contains reports, proxy statements and information regarding registrants
that file electronically with the SEC. Our registration statement and the
referenced exhibits can also be found on this site.
35
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors
On-Air
Impact, Inc.
Red
Bank, New Jersey
We
have audited the accompanying balance sheet of On-Air Impact, Inc. (a
Development Stage Enterprise) (the “Company”) as of July 13, 2010, and the
related statements of operations, stockholder’s equity and cash flows for the
period from May 26, 2010 (inception) to July 13, 2010. The Company’s management
is responsible for these financial statements. Our responsibility is to express
an opinion on these financial statements based on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of July 13, 2010,
and the results of its operations and its cash flows for the period from May 26,
2010 (inception) to July 13, 2010 in conformity with accounting principles
generally accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Notes 1 & 7 to the
financial statements, the Company is in the development stage and has not
commenced operations. Its ability to continue as a going concern is
dependent upon its ability to develop additional sources of capital, and
ultimately achieve profitable operations from the development of its planned
business. These conditions raise substantial doubt about its ability to continue
as a going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
/s/
Conner & Associates, PC
CONNER
& ASSOCIATES, PC
Newtown,
Pennsylvania
29
July 2010
36
ON-AIR
IMPACT, INC.
(A
DEVELOPMENT STAGE ENTERPRISE)
BALANCE
SHEET
JULY 13,
2010
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 |
The
accompanying notes should be read in conjunction with the financial
statements
37
(A
DEVELOPMENT STAGE ENTERPRISE)
STATEMENT
OF OPERATIONS
For the
period from May 26, 2010 (inception) to July 13, 2010
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
|
The
accompanying notes should be read in conjunction with the financial
statements
38
(A
DEVELOPMENT STAGE ENTERPRISE)
STATEMENT
OF CHANGES IN STOCKHOLDER'S EQUITY
For the
period May 26, 2010 (Inception) to July 13, 2010
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 |
The
accompanying notes should be read in conjunction with the financial
statement
39
ON-AIR
IMPACT, INC.
(A
DEVELOPMENT STAGE ENTERPRISE)
STATEMENT
OF CASH FLOWS
For the period from May 26, 2010 (inception) to July 13, 2010
For the period from May 26, 2010 (inception) to July 13, 2010
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
|
$ | - |
The
accompanying notes should be read in conjunction with the financial
statements
40
ON-AIR
IMPACT, INC.
(A
DEVELOPMENT STAGE ENTERPRISE)
NOTES TO
FINANCIAL STATEMENTS
July 13,
2010
NOTE
1 - Organization
On-Air
Impact, Inc. (“the Company”) was incorporated in State of Nevada on May 26,
2010.
As of
July 13, 2010, the Company is a development stage consulting and analytics
company serving the sports and entertainment industry. The Company provides
clients with measurement, valuation and analysis of on-air branded elements by
merging technology, research and industry experience
The
Company’s management has chosen May 31st for its fiscal year end.
NOTE 2 – Summary of Significant Accounting
Policies
Basis of
Presentation
The
accompanying financial statements have been prepared in accordance with United
States generally accepted accounting principles (US GAAP) for financial
information and in accordance with the Securities and Exchange Commission’s
Regulation S-X. They reflect all adjustments which are, in the opinion of the
Company’s management, necessary for a fair presentation of the financial
position and operating results as of and for the period May 26, 2010 (date of
inception) to July 13, 2010.
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and the reported revenues and expenses during the
reporting periods. Because of the use of estimates inherent in the financial
reporting process, actual results may differ significantly from those
estimates.
Cash and Cash
Equivalents
For
purposes of the statement of cash flows, the Company considers highly liquid
financial instruments purchased with a maturity of three months or less to be
cash equivalents. For the period May 26, 2010 (inception) through July 13,
2010, the Company maintained one bank account with a financial institution
located in New Jersey with a balance of $5,000.
Fair Value of Financial
Instruments
The fair
value of cash and cash equivalents and accounts payable approximates the
carrying amount of these financial instruments due to their short
maturity.
41
Net Loss per Share
Calculation
Basic net
loss per common share ("EPS") is computed by dividing income available to common
stockholders by the weighted-average number of common shares outstanding for the
period. Diluted earnings per shares is computed by dividing net
income by the weighted average shares outstanding, assuming all dilutive
potential common shares were issued.
Revenue
Recognition
For the
period May 26, 2010 (inception) to July 13, 2010, the Company did not realize
any revenue.
Income
Taxes
Income
taxes are provided for using the liability method of accounting. A
deferred tax asset or liability is recorded for all temporary differences
between financial and tax reporting. Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax basis.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effect of changes in tax laws and rates on the date of
enactment.
Recently Issued Accounting
Pronouncements
In June
2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 168,
“The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles – a replacement of FASB Statement No.
162,” (“SFAS 168”). SFAS 168 establishes the FASB Accounting
Standards Codification (“Codification”) as the source of authoritative
generally accepted accounting principles (“GAAP”) for nongovernmental
entities. The Codification does not change GAAP. Instead, it takes
the thousands of individual pronouncements that currently comprise GAAP and
reorganizes them into approximately ninety accounting topics, and displays all
topics using a consistent structure. Contents in each topic are
further organized first by subtopic, then section and finally paragraph. The
paragraph level is the only level that contains substantive content. Citing
particular content in the Codification involves specifying the unique
numeric path to the content through the topic, subtopic, section and paragraph
structure. FASB suggests that all citations begin with “FASB ASC,” where ASC
stands for Accounting Standards Codification. Changes to the ASC
subsequent to June 30, 2009 are referred to as Accounting Standards Updates
(“ASU”).
In
conjunction with the issuance of SFAS 168, the FASB also issued its first
Accounting Standards Update No. 2009-1, “Topic 105 –Generally Accepted
Accounting Principles” (“ASU 2009-1”) which includes SFAS 168 in its entirety as
a transition to the ASC.
ASU
2009-1 is effective for interim and annual periods ending after September 15,
2009 and will not have an impact on the Company’s financial position or results
of operations but will change the referencing system for accounting
standards.
As of
July 13, 2010, all citations to the various SFAS’ have been eliminated and will
be replaced with FASB ASC as suggested by the FASB in future interim and annual
financial statements.
42
As of
July 13, 2010, the Company does not expect any of the recently issued accounting
pronouncements to have a material impact on its financial condition or results
of operations.
NOTE 3. – Related Party
Transactions
Office
Rent
The
Company’s principal executive offices are located at 130 Maple Avenue, Suite 6D,
Red Bank, NJ 07701. The Company’s telephone number is (732) 530-7300. The
offices are provided by the Company’s officers and directors, free of
charge.
For the
period May 26, 2010 (date of inception) to July 13, 2010, the rent expense was
zero.
NOTE 4 − Preferred Stock
As of
July 13, 2010, the Company is authorized to issue 10,000,000 shares of Preferred
Stock, par value of $0.0001 per share of which no preferred stock was issued and
outstanding.
NOTE
5 − Common Stock
As of
July 13, 2010, the Company is authorized to issue 100,000,000 shares of Common
Stock, par value of $0.0001 per share of which 5,000,000 shares of
common stock were issued and outstanding to the Company’s sole shareholder for
total consideration of $5,000.
As of
July 13, 2010, the Company has 5,000,000 shares of common stock issued and
outstanding.
NOTE
6 − Income Taxes
The
Company utilizes the asset and liability method for financial accounting and
reporting accounting of income taxes. Deferred tax assets and liabilities are
determined based on temporary differences between financial reporting and the
tax basis of assets and liabilities, and are measured by applying enacted rates
and laws to taxable years in which such differences are expected to be recovered
or settled. Any changes in tax rates or laws are recognized in the period when
such changes are enacted.
As of
July 13, 2010, the Company has $1,463 in gross deferred tax assets resulting
from net operating loss carry-forwards. A valuation allowance has been recorded
to fully offset these deferred tax assets because the Company’s management
believer future realization of the related income tax benefits is uncertain.
Accordingly, the net provision for income taxes is zero for the period May 26,
2010 (inception) to July 13, 2010. As of July 13, 2010, the
Company has federal net operating loss carry forwards of approximately $3,750
available to offset future taxable income through 2030 subjject to the change in
control provisions under the Internal Revenue Code. The difference
between the tax provision at the statutory federal income tax rate and the tax
provision attributable to loss before income taxes is as follows:
43
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
|
- |
NOTE
7 − Going Concern
As of
July 13, 2010, the accompanying financial statements have been presented on
the basis that it is a going concern in the development stage, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business.
For the
period from May 26, 2010 (inception) to July 13, 2010, the Company
incurred losses of $3,750 consisting of professional and SEC audit fees for the
Company to initiate its SEC reporting requirements.
The
ability of the Company to continue as a going concern is dependent upon its
ability to obtain financing and upon future operations from the development of
its planned business as well as to raise additional capital from the sale of
Common Stock and, ultimately, the achievement of significant operating revenues.
The accompanying financial statements do not include any adjustments that might
be required should the Company be unable to recover the value of its assets or
satisfy its liabilities.
NOTE
8 – Subsequent Events
As of
July 29, 2010, the date the audited financial statements were available to be
issued, there are no subsequent events that are required to be recorded or
disclosed in the accompanying financial statements as of and for the period
ended July 13, 2010.
44
[OUTSIDE
BACK COVER OF PROSPECTUS]
ON-AIR
IMPACT, INC.
2,000,000
SHARES COMMON STOCK
TABLE
OF CONTENTS
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
|
Until
ninety days after the date this registration statement is declared effective,
all dealers that effect transactions in these securities whether or not
participating in this offering, may be required to deliver a prospectus. This is
in addition to the dealer's obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or
subscriptions.
45
INFORMATION NOT REQUIRED IN THE
PROSPECTUS
Item
13. Other Expenses of Issuance and
Distribution.
The
estimated costs of this offering are as follows:
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
|
We are
paying all expenses of the offering listed above. Proceeds from the sale of this
offering may go towards the satisfaction of some of these fees.
Item 14.
Indemnification
of Directors and Officers
We are
incorporated in the State of Nevada. Nevada Corporate Law and our certificate of
incorporation and bylaws contain provisions for indemnification of our officers
and directors, and under certain circumstances, our employees and other persons.
The bylaws require us to indemnify such persons to the fullest extent permitted
by Nevada law. Each such person will be indemnified in any proceeding if such
person acted in good faith and in a manner that such person reasonably believed
to be in, or not opposed to, our best interests. The indemnification would cover
expenses, including attorney's fees, judgments, fines and amounts paid in
settlement. Our bylaws also provide that we may purchase and maintain insurance
on behalf of any of our present or past directors or officers insuring against
any liability asserted against such person incurred in their capacity as a
director or officer or arising out of such status, whether or
not we would have the power to indemnify such person.
We have
no other indemnification provisions in our Certificate of Incorporation, Bylaws
or otherwise specifically providing for indemnification of directors, officers
and controlling persons against liability under the Securities Act.
Item 15.
Recent Sales of
Unregistered Securities
On May
26, 2010, the Registrant issued an aggregate of
5,000,000 shares of Common Stock to Dorothy and Edward
Whitehouse, the officers and directors of the Registrant, for aggregate cash
consideration of $5,000. The Registrant sold these shares of Common Stock under
the exemption from registration provided by Section 4(2) of the Securities
Act. The purchasers represented in writing that they acquired the
securities for their own account. A legend was placed on the stock certificate
stating that the securities have not been registered under the Securities Act
and cannot be sold or otherwise transferred without an effective registration or
an exemption therefrom, but may not be sold pursuant to the exemptions provided
by Section 4(1) of the Securities Act or Rule 144 under the Securities
Act.
46
Item
16. Exhibits
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)
|
Item
17. Undertakings
(a) Rule 415 Offering. The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To
include any prospectus required by section 10(a)(3) of the Securities Act of
1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereto) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective
registration statement; and
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material changes to
such information in the registration statement.
(2) That
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
47
(4) That
for the purpose of determining liability under the Securities Act of 1933 (the
“Act”) to any purchaser, if the registrant is subject to Rule 430C under the
Act, each prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements relying on
Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be
deemed to be part of and included in the registration statement as of the date
it is first used after effectiveness. Provided, however, that no
statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated
by reference in the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract or sale
prior to such first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such date of first
use.
(5) That
for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the securities, the
undersigned registrant undertakes that in a primary offering of securities of
the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating to
the offering required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(d)
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the “Act”) may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
48
Pursuant
to the requirements of the Securities Act of 1933, the Registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Red Bank, State of New
Jersey, on September 21, 2010.
ON-AIR
IMPACT, INC.
|
||
By:
|
/s/
DOROTHY WHITEHOUSE
|
|
Dorothy
Whitehouse
Chief
Executive Officer and Chairman
(Principal
Executive Officer, Principal
Financial and
Accounting Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated.
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
|
49