UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
REGISTRATION
UNDER THE SECURITIES ACT OF 1933
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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
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(Name,
address, including zip code, and telephone number, including area code, of
agent for service)
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As soon as practicable after
this Registration Statement is declared
effective.
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(Approximate
date of commencement of proposed sale to the
public)
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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):
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting
company
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x
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CALCULATION
OF REGISTRATION FEE
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||||||||||||||||
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Title of Each Class of Securities
to be Registered
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Amount to be
Registered (1)
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Proposed Maximum
Offering Price Per
Share
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Proposed Maximum
Aggregate Offering
Price
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Amount of
Registration Fee
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||||||||||||
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Common
Stock, par value $0.0001
per
share
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2,000,000 | (1) | $ | 0.10 | $ | 200,000 | $ | 14.30 | (2) | |||||||
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(1)
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Pursuant
to Rule 415 of the Securities Act, these securities are being offered by
the Registrant on a delayed or continuous
basis.
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(2)
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Estimated
solely for the purpose of calculating the registration fee in accordance
with Rule 457(a) under the Securities
Act.
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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 JULY 30, 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
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 Sourlis Law Firm, Escrow
Agent f/b/o On-Air Impact, Inc
. An Attorney Trust Account will hold all
the subscription funds, and the Company may close upon such funds periodically
and despite the inability to place the entire offering.
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
TABLE
OF CONTENTS
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Item
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Page
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Summary
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3
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Risk
Factors
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8
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Description
of Business
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13
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Description
of Properties
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29
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Legal
Proceedings
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29
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Use
of Proceeds
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29
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Determination
of Offering Price
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30
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Dilution
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31
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Plan
of Distribution
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31
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Directors,
Executive Officers, Promoters and Control Persons
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33
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Security
Ownership of Certain Beneficial Owners and Management
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36
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Description
of Securities
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36
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Interest
of Named Experts and Counsel
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38
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Experts
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38
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Disclosure
of Commission Position of Indemnification for Securities Act
Liabilities
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39
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Organization
Within Last Five Years
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39
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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40
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Certain
Relationships and Related Transactions and Corporate
Governance
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44
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Market
for Common Equity and Related Stockholder Matters
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45
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Changes
in and Disagreements with Accountants and Financial
Disclosure
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46
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Where
You Can Find More Information
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46
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Financial
Statements
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48
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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.
General
Information about the Company
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
.”
Our goals
are to reinvent the analytics of on-air media measurement, provide superior,
client-centric consultation and actionable data and become the most adopted
“language” in the sports and entertainment marketplace.
Industry
Analysis
According
to the
Sports Business
Journal
, the overall aggregate size of the Sports Business Industry was
$213 billion dollars in 2008. Of that $213 billion, over $27 billion dollars was
spent on advertising, and roughly $6.4 billion was spent on sponsorships. In
addition, an independent research company (
PQ Media
) estimates
that placing products and brands in broadcast is a $22 billion industry
worldwide (2006) and predicts it will be worth more than $40 billion by
2012
Need
for Valuation and Measurement
The
Sports Business Journal
further reports, while television programming and sports viewership have
increased, advertising and sponsorship dollars have remained flat or even
decreased. In this financial environment, when budgets are tightened, all
relevant parties in the sports and entertainment industry have seen a need for
marketing dollars to work harder. In an effort to combat this decreasing
advertising spending, media outlets are creating “added value” elements such as
entitlements (e.g., the Fed-Ex Orange Bowl) and brand integrations (e.g., the
use of commercial products in the story line of a television show, film, etc.)
to compete for all available dollars. Similarly, Sports Properties (e.g.,
professional baseball teams) are faced with the dilemma of effectively pricing
their assets, such as signage, that receive television exposure. Therefore, in
an environment where spenders are increasingly scrutinizing each dollar spent,
coupled with media outlets and Sports Properties trying to price new or existing
assets that receive television exposure, a need has arisen for all parties to
implement a system that effectively monetizes these assets.
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. As stated earlier, 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.
Our
Business Model
The
On-Air Impact model is created by the following:
First, a
groundbreaking consumer research project will be commissioned by a leading
market research firm, Burke Research. 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 one of
the leaders in the image recognition sector, Keystream. 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.
Third,
On-Air Impact will work with Chicago-based, Nology Interactive 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 Burke
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.
To
summarize, versus our competitors, the On-Air Impact points of difference are
superior product (software and research), enhanced offering (more accurate,
objective data) and outstanding service (actionable consultation based on
industry experience).
On-Air
Impact’s potential clients are broken-down into four categories: Team Sports and
Events, Media Rights Holders, Sponsorship and Event Agencies, and Consumer
Brands. While each category is important, Team Sports and Events will be
strategically targeted first because it is currently the most underserved sector
in the market, where the Company’s Principals have the strongest existing
relationships and the greatest opportunity for immediate sales. Knowing we have
the luxury of the element of surprise, we will place emphasis on immediate sales
opportunities to gain as much marketplace momentum and adoption as quickly as
possible. To achieve this, both Principals will focus on sales upon entering the
marketplace. In addition, On-Air Impact is considering the immediate hire of a
qualified sales person to complement the Principal’s sales efforts and maximize
the initial impact of the On-Air Impact offering in the
marketplace.
Prior to
marketplace launch, On-Air Impact will identify and service at cost 2-3
companies to serve as the On-Air Impact’s “first” clients. This accomplishes
three purposes:
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1)
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Creation
of immediate On-Air Impact advocates and
credibility
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2)
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Ability
to present working case studies
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3)
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Ability
to ensure offering is properly
functioning
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In
addition to entering the lucrative entertainment market, the following
additional business extensions will be explored as potential sources of revenue:
international sports and entertainment properties, software licensing, digital
and mobile valuation, and subscription-based offerings.
On-Air
Impact’s Management Team, Edward and Dorothy Whitehouse are well-respected
veterans of the sports, entertainment and business industries. With 25+
years of relevant experience, covering the property, media, agency, brand and
business sectors, this leadership team is uniquely qualified to launch and drive
On-Air Impact to high levels of success. In fact, it is their direct
experiences within these industries that led them to create the On-Air Impact
entity. In addition to a track record of success in every phase of their
careers, both have a deep network of resources, extensive industry
relationships, complementary skill sets and a strong commitment to making On-Air
Impact the immediate industry leader in the sports and entertainment
marketplace.
Organizational
History
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, $0.0001 par value, which can be designated by the Board of
Directors in one or more classes with voting powers, full or limited, or no
voting powers, and such designations, preferences, limitations or restrictions
without stockholder approval.
Summary
Financial Information
The table
below summarizes the audited financial statements of On-Air Impact, Inc. for the
period May 26, 2010 (inception) to July 13, 2010:
Balance Sheet
Summary:
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At July 13, 2010
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||||
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(Audited*)
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||||
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Balance
Sheet
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||||
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Cash
and Cash Equivalents
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$ | 5,000 | ||
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Total
Assets
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$ | 5,000 | ||
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Total
Liabilities
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$ | 3,750 | ||
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Total
Stockholders’ Equity
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$ | 1,250 | ||
* Taken
from the Audited Financial Stat
e
ments. The Company’s
auditors did not audit the contents of this table.
Statement of Operations
Summary:
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At July 13, 2010
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||||
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(Audited*)
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||||
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Statement
of Operations:
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||||
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Revenue
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$ | 0 | ||
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Net
Loss
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$ | (3,750 | ) | |
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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:
|
●
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hasn’t
received enough proceeds from the offering to begin/sustain operations;
and
|
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●
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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.
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.
OFFERING
SUMMARY
|
The
Issuer:
|
On-Air
Impact, Inc., a Nevada corporation
|
|
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Securities Being
Offered:
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2,000,000
shares of our Common Stock, par value $0.0001 per
share.
|
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Offering
Price:
|
$0.10
per share
|
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Minimum
Number of Shares to
Be
Sold in This
Offering:
|
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.
|
|
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Common
Stock Outstanding
Before
and After the
Offering:
|
5,000,000
Shares of our Common Stock are issued and outstanding as of the date of
this prospectus. Upon the completion of this offering, 7,000,000 shares
will be issued and outstanding assuming all of the shares offered are
sold.
|
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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.
|
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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.
” and will be
deposited in a non-interest bearing bank account and closed upon from time
to time 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.
|
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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.
|
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. This prospectus contains, in addition to historical information,
forward-looking statements that involve risks and uncertainties. Our actual
results could differ materially. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below, as well as
those discussed elsewhere in this prospectus, including the documents
incorporated by reference.
Risks Related to Our
Business
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.
|
We
are subject to all of the complications and difficulties associated with new
enterprises.
We have a
limited history upon which an evaluation of our prospects and future performance
can be made. Our proposed operations are subject to all business risks
associated with new enterprises. The likelihood of our success must be
considered in light of the problems, expenses, difficulties, complications, and
delays frequently encountered in connection with the expansion of a business
operation in an emerging industry, and the continued development of advertising,
promotions, and a corresponding customer base. There is a possibility that we
could sustain losses in the future, and there are no assurances that we will
ever operate profitably.
We are a
consulting company and while our management believes that it can implement our
business plan, attract highly talented personnel and develop a market for its
products and services, our plan of operations are subject to changing needs of
target clientele, market conditions and various other factors out of our
control. For these and other reasons, the purchase of the Shares should only be
made by persons who can afford to lose their entire
investment.
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.
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.
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.
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.
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 contact a market maker
immediately following the effectiveness of this Registration Statement and 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.
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.
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.
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.
DESCRIPTION
OF BUSINESS
General
On-Air
Impact, Inc. (the “Company,” “we,” “us,” “On-Air Impact,” “our,” and similar
terms) is a consulting and analytics company merging industry experience,
technology and research to value on-air branded elements serving the sports and
entertainment industry. The core offering will be to provide clients with the
most accurate and evidence-based brand analysis information available in the
global marketplace today. Our mantra is “Helping clients make smarter
decisions.”
Organizational
History
We were
incorporated in State of Nevada on May 26, 2010. 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.
Business
Overview
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.
In the
highly competitive marketing communications landscape, brands, rights holders,
media buyers and broadcasters are striving to maximize the effectiveness of
their respective marketing spending or sponsorship revenues. As these mediums
have grown, the need for information, accountability and understanding of return
on investment (ROI) has increased.
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 an irrefutable 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.
Our main
objectives are as follows:
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reinvent
the analytics of on-air media
measurement;
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provide
superior, client centric consultation and actionable data;
and
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become
the most adopted “language” in the sports and entertainment
marketplace.
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Industry
Analysis
Size and
Spending
According
to the
Sports Business
Journal
, the overall aggregate size of the Sports Business Industry was
$213 billion dollars in 2008. Of that $213 billion, over $27 billion dollars was
spent on advertising, and roughly $6.4 billion was spent on sponsorships. In
addition, an independent research company (
PQ Media
) estimates
that placing products and brands in broadcast is a $22 billion industry
worldwide (2006) and predicts it will be worth more than $40 billion by
2012
Need for Valuation and
Measurement
The
Sports Business Journal
further reports, while television programming and sports viewership have
increased, advertising and sponsorship dollars have remained flat or even
decreased. In this financial environment, when budgets are tightened, all
relevant parties in the sports and entertainment industry have seen a need for
marketing dollars to work harder. In an effort to combat a this decreasing
advertising spend, media outlets are creating “added value” elements, such as
entitlements (e.g., the FedEx Orange Bowl) and brand integrations (e.g., the use
of commercial products in the story line of a television show, film, etc.) to
compete for all available dollars. Similarly, Sports Properties (such as the New
York Yankees) are faced with the dilemma of effectively pricing their assets
(such as signage) that receive television exposure. Therefore, in an environment
where spenders are increasingly scrutinizing each dollar spent, coupled with
media outlets and Properties trying to price new or existing assets that receive
television exposure, a need has arisen for all parties to implement a system
that effectively monetizes these assets.
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.
Property
Need
Historically,
from a property perspective, pricing of signs that receive television exposure
has been viewed as “more art than science”; “gut feelings”, and questions such
as, “what did we get last year?” and “what is our competition selling for?” are
commonly used barometers. With the increase in available media forms showing
either live sports or highlights, Properties, like Media Groups, lack the
necessary tools to effectively price and measure the value of media exposure and
the effect on their camera visible signs.
Summary
of Overall Market Need
In
analyzing the industry, and due to sheer volume of assets that receive exposure
on-air, the following sectors would benefit from the creation and institution of
an effective valuation system:
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Media
Rights Holders: Broadcast/Cable networks, Production Houses and entities
who control their own media distribution (Ex: Fox, NBC,
ABC)
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Advertisers:
Consumer Brands (Ex: Gatorade,
Nike)
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Agencies:
Event Marketing, Media Buying, and Sponsorship (Ex: Optimum Sports, GMR
Marketing)
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Teams
/ Leagues: League Properties, Teams, Holding Companies, Media-driven Event
Groups (NFL, New York Yankees,
UFC)
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Problem
Statement
While
there are always high levels of scrutiny on advertising and sponsorship
investments, the recent economic recession is magnifying the need for a
valuation model that accurately measures on-air, camera-visible brand
exposures.
Current Marketplace
Offering
To
address this need, a host of companies, with Image Impact and Repucom emerging
as category leaders, are introducing a variety of models to measure the value of
branding seen on-air. The leading groups all rely on similar processes, which is
using software technology to identify a logo exposure within a televised
broadcast, discounting the results based on a set of exposure characteristics,
and equating the exposure time to the cost of a 30-second commercial unit. While
using software technology to capture the length a logo is seen on-air is viewed
as a good first step, the subsequent step of translating the data to a dollar
value is viewed as flawed. The output is seen as not
credible,
inflated and challenged by many in the industry. For example, in 2009, some
examples of these bloated dollar values are:
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Gatorade
exposure value for Super Bowl Halftime Sponsorship: $19.3 Million (
Sports Business Daily
,
February 5,
2009)
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FedEx
exposure value for BCS National Championship Game: $151
Million
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Why
this is “doesn’t work” for all relevant parties
While
impressively large, the values are deemed meaningless to both parties (i.e. the
brand and the rights holder) because they aren’t “actionable.” Specifically, the
brand cannot internally merchandise this information while the rights holder
cannot responsibly utilize these numbers to showcase delivered value or
negotiate future deals. As a result, the accuracy of the data is questioned by
all parties and the credibility of these processes is subsequently
compromised.
When
investigating the business models of the competitors mentioned above, four
critical flaws are uncovered, which support the lack of credibility acknowledged
above:
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First,
no quantifiable consumer
research data is used when filtering the exposure values
.
Specifically, no consideration is given to variances in consumer
perceptions of different exposure types. For example, what value does the
consumer place on signage as compared to a 30-second commercial spot? Are
they viewed as the same? If not, what is the relationship between the two?
A model not backed by research is “just opinion” and therefore has too
much subjectivity.
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Second,
individual exposures
values are not adjusted for factors (Ex:
screen positioning, timing
within broadcast, size, and occlusion)
that influence on screen
visibility.
No one methodology accounts for all the characteristics
that directly impact the value of an
exposure.
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Third,
all parties (i.e.
Advertisers, Media, Properties and Agencies) are confused with what to do
with the values once they are received
. Do they use exposure time
as the only benchmark? What figures are actionable? Unfortunately, the
personnel at both Image Impact and Repucom are ill-equipped to provide
actionable consultation due to a lack of relevant experience in the Sports
Media or Sponsorship sector.
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Fourth,
the software programs used by the category leaders are inadequate and
there is noticeable amount of data being misdiagnosed or incorrectly
detected based upon acceptable computer vision industry
standards.
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Role of Digital Video
Recorder (DVR)
In
addition to the above, the industry must contend with another
issue. Specifically, it is no secret that the ever-growing penetration of
Digital Video Recorders (“DVR”) is troubling to both the Media and Advertising
industries. According to recent research, however, Sports has been viewed as
“DVR resistant”, as 98% of all viewers prefer to watch sports “live” as opposed
to “time-shifted”. Regardless, the inventory On-Air Impact measures and analyzes
is primarily in-program (vs. commercial time, which is technically between
program content) and is relatively unaffected by DVR usage. In fact, it can
be argued that the DVR is partially responsible for the heightened importance to
in-program branding and visibility.
The Opportunity
Defined
All
factors considered, there is a real opportunity for On-Air Impact to evolve and
lead the valuation measurement space. Our new entity will capitalize on the
deficiencies of the current industry leaders by leveraging relevant sports
industry expertise, using superior technology and consumer driven research,
which ultimately will provide the sports marketplace with the user-friendly,
actionable data that is deemed necessary to make “smarter
decisions.”
Target
Market and Services Offered
Team Sports and
Events
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Consultation
on creation of new assets and adjustment to existing assets for maximum
value (e.g., moving signage to position xyz to maximize value and
exposure).
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Pricing
assistance / reaffirmation of existing team controlled assets that receive
on-air exposure, such as signage and product
placement.
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ROI
reporting on existing inventory for current and prospective Sponsors (year
end reporting).
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Consultation
on sales packages.
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Customizable
market research (based on client
specifications).
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Event and Media
Agencies
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Valuation
of on-air assets for negotiations and purchase from various rights holders
and Properties
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ROI
on existing assets for reaffirmation of current media
strategy
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Identification
of possible new assets for proprietary use by
clients
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Customizable
market research (based on client
specifications)
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Media
purchase assistance
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Media Rights Holders (e.g.,
ESPN or CBS)
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Pricing
of existing media controlled assets that receive exposure, such as
billboards, on-air enhancements,
etc
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ROI
reporting on existing inventory for current and prospective Sponsors (year
end reporting)
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Consultation
on creation of new assets
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Customizable
market research (based on client
specifications)
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Consumer Brands (e.g.,
PepsiCo)
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Identification
of assets for branded exposure, based on client
objectives
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Negotiation
and purchase of on-site and on-air
assets
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Customizable
market research (re-affirmation of media spend) and ROI
reporting
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Consultative
services and program management
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OPERATING
STRATEGIES
Formation
of the Core Offering
Consumer Research
Project
A
groundbreaking consumer research project will be commissioned, using an
acknowledged market leader in the sector,
Burke Research.
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 while
providing a genuine corresponding value, in the form a percentage of a 30-second
commercial spot rate. 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
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The
Software Developer
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On-Air
Impact has selected California-based, Keystream to develop the custom Image
Recognition Software. Keystream’s technical team is composed of five (5) PhD’s
in Electrical Engineering, Computer Science and Physics from MIT, Stanford and
University of California, San Diego. Each team member has an average of 15 years
of industry experience - the exception being a Cal Tech graduate, who has 9
years of relevant experience. In totality, they have been issued over 30 patents
and have developed many new algorithms and technologies.
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Developer
Relationship
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On-Air
Impact will negotiate a perpetual license, royalty-free relationship with
Keystream. It
is important to note, however, that On-Air Impact desires to bring ownership of
the software in house, specifically to develop replacement software, and to
eventually phase out the original license agreement. In order to do this, On-Air
Impact will initiate a search for an in-house Chief Technical Officer. Ownership
of the software will give On-Air Impact the capability to:
1.
Continually evolve/optimize the software to stay ahead of the
market
2. Be
responsive to customizations based on client needs
3.
Eliminate reliance on a 3
rd
party
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Software
Capabilities
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The
custom software will 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
proprietary
“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.
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. Since their experience exactly
mirrors the target customer base (Properties, Event and Media Agencies, Consumer
Brands and Media Rights holders), a consulting model will be created that is
used by all members of the On-Air Impact team. Implementation of this model by
team members will allow the Principals to be involved in most projects, yet will
still free them up during the start up phase of the business to concentrate on
sales.
It is
important to note, however, that both Principals understand the desires of the
customer base to utilize their extensive sports marketing expertise. Therefore,
creation of the guiding principles of the consulting model will be a top
priority during the start up phase.
Product
Delivery
The importance of “Solution
Neutral” output
It’s
important to note that the On-Air Impact output will be “solution neutral”;
meaning it will be a monetary range that can be used by all parties.
Specifically, since our methodology takes consumer behavior into account, as
well as software calculated data, much of the “subjectivity” inherent in other
models is avoided. This is a key point, as our competitors prefer to use
exact numbers
, which can
often be skewed to benefit one party over another in negotiations. A monetary
range allows both parties to start negotiations on an even keel, hopefully
leading to meaningful discussions.
Customized
Reports
In the
beginning phase of the business, to minimize costs, customizable reports will be
provided to customers, based on client objectives. Both an excel spreadsheet
(exposure times and values) and PowerPoint (remainder of report) format will be
used. To save on shipping costs, and complete a quick turnaround (if needed)
this can be emailed to the customer and printed out on their own paper
(environmentally sensitive).
Password Protected
Website
The
generated data and information will be available to clients through a web-based,
security-enabled system. On-Air Impact will work with
Nology Interactive
, a
Chicago-based, full-service web and IT group to develop and manage the website.
It will be
imperative
that the information be delivered in a user-friendly format. This will serve as
another point of difference from the competition, whose interface is
unnecessarily complex.
Simplicity
will serve as the
key. The web-based interface will allow clients to:
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generate
reports
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query
based on given variables
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look
up historical data
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juxtapose
data from separate reports
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It is
worth noting that On-Air Impact is familiar with Nology Interactive’ s
parent company,
TeamWorks
Media
and its Executive team. Because of this existing relationship, to
minimize (or possibly eliminate) costs associated with the creation and
operation of this technology, a potential “trade off” of services will be
explored between the parties.
Resource
Needs
Key Strategic
Alliances
Form
strategic alliances with the following
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Angel
Investor for Start Up Capital
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Image
Recognition Software firm
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Burke
Market Research
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TeamWorks
Media (Nology Interactive)
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Start-up
Capital:
Proceeds
from this Offering will be to acquire the following business
essentials
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Office
Space
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Travel
Expenses
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Human
Resources
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Hiring
of two individuals
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Office
Assistant
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Account
Executive / Technology Officer
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Salaries
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COMPETITIVE
OVERVIEW
Competition
Analysis
Overview
While
several companies dabble in the valuation measurement space, two companies
mentioned earlier, 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. The following sections outline
a SWOT analysis of the competition:
Image
Impact
Business
Offering
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Core
business focused on providing feedback regarding brand exposures occurring
within televised broadcasts. Each of the brands detection is reported to
the client with corresponding exposure time and an overall evaluation of
Image Exposure Quality (i.e. “is the image clear, in focus, and
un-cluttered”). Results are given a “Brand Value” which equates the
discounted brand exposure with the value of a 30-second second commercial
spot.
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Strengths:
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First
to offer analytics behind Exposure Analysis gives credibility (Ex: QI
score)
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Fairly
user friendly computer interface allows for quick
turnaround
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Existing
relationships with various Network Sales
Departments
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Exclusive
relationship with Optimum Sports provides introduction to OMD sports
clients (FedEx, State Farm, Visa, Frito
Lay)
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Working
relationship with Sports Business Daily and Sports Business Journal
provides PR opportunities
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Weaknesses:
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Lack
of credible consumer data backing up assumptions of values (Ex: Signage is
worth 70% of a 30-second commercial unit. How did they get
70%?)
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Leases
(versus owns) Image Recognition Software from third-party, offshore
software developer (Magellan
International).
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Sales
and Business Development staff have little or no sales experience and
doesn’t have the necessary contacts in the sports
marketplace
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“Wide
not Deep” mentality with Networks and
Leagues
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Current
model doesn’t take ratings into
account
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Reporting
tools only utilized for reporting, no consultative aspect to
reports
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Very
little International presence
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Opportunities
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Cash
infusion would allow for software ownership of Image Recognition
technology (vs. lease), thus making more desirable for
acquisition
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Hiring
someone with Industry specific experience might lead to more credibility
and thus increased sales
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Current
marketplace offering has focused on Sports sector, thus leaving
Entertainment industry as potential revenue
opportunity
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Revamping
offering to take consumer insights and variables that affect detection
into account would lead to more credible offering, thus possibly
increasing sales
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Threats
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Current
sales offering allows for entry into marketplace based on deficiencies
(lack of credible research, industry outsider approach) and proper funding
opportunity (On-Air Impact)
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With
exposure values based upon 30-second second spot rate, Repucom strategic
alliance with Nielsen provides credibility
obstacle
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Implementation
of Repucom Sport24
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Potential
Clients
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Network
Project work: FOX, CBS, ESPN, NBC
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Brands:
Sprint, MasterCard, Lowes, Toyota, State
Farm
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Leagues:
NFL, NASCAR, NBA
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Teams:
Cleveland Indians, Los Angeles Dodgers, Chicago Cubs, Chicago White Sox,
Denver Nuggets, Utah Jazz, Colorado
Avalanche
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Agencies:
Optimum Sports, GMR Marketing,
Octagon
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Other:
UFC, X-Games
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Repucom
Business
Offering
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A
very top line exposure analysis tool, breaking out exposure by inventory
(sign, on-screen logo), frequency, screen position, and total exposure
time. Prior method of reporting was via CD given to clients (can take up
to 30 days) with very little consultative services or customization based
upon client needs / objectives. Recently launched Repucom Sport24 which
claims to analyze every televised
event
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Strengths
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Introduction
of Repucom Sport24 has garnered heavy press
attention
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Exclusive
agreement with Nielsen for ratings
reports
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Worldwide
Organization provides for financial
leverage
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Analysis
of Television, Print, Radio &
Internet
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Heavy
concentration of b rand partners, however not known if these are all
encompassing national agreements or localized (Ex: local
bottler)
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Weaknesses
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Software
appears inferior and not very user
friendly
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Consultative
work appears weak
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Does
not account for text and audio mentions (Key Aspect with some
clients)
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Exposures
are grouped together versus broken out
individually
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Formula
for exposure doesn’t take isolation, size, duration per detection into
account
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Timeline
for specific brand project reporting can be extensive (up to 30
days)
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“Deep
not Wide” mentality with heavy brand focus for clients, lacking league or
network clients
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Broad
range of “Repucom Sport24” doesn’t lend itself to “customized” reports
based on client objectives
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Opportunities:
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Lack
of major presence within US sports property and network sectors could lead
to increased sales
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Hire
of sports industry executive Mark Noonan could lead to increased
credibility and thus increased
sales
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Current
marketplace offering has focused on sports sector, thus leaving
entertainment industry as potential revenue
opportunity
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Revamping
offering to take consumer insights and variables that affect detection
into account would lead to more credible offering, thus possibly
increasing sales
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Threats:
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Current
sales offering allows for entry into marketplace based on deficiencies
(lack of credible research, industry outsider approach) and proper funding
opportunity (On-Air Impact)
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Potential
Clients:
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Network
Project work: N/A
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Brands:
Gatorade, Pepsi, Red Bull, Motorola, T-Mobile, LG, Samsung, Vodafone,
Nokia, Sony Ericsson, HSBC, Citibank, Visa, Nike, Porsche, Mercedes, KIA,
Hyundai, Adidas
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Leagues:
N/A
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Teams:
N/A
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Agencies:
Octagon
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On-Air
Impact Points of Difference
Product
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Superior
image, custom made and company owned image recognition software versus
leased, third party software that cannot be
customized
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Pioneering
custom research guiding interpretations versus
“assumptions”
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Offering
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More
accurate, objective data
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Secondary
coverage consideration
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Regional
perspectives
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Service
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More
user-friendly data delivery versus static and unnecessarily complicated
interface
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Actionable
consultation based on real numbers and industry leading experience versus
limited counsel from “industry
outsiders.”
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Competitive
Conclusion
It is
irresponsible for On-Air Impact to dismiss or underestimate the competition’s
product, client base and momentum. In fact, the On-Air Impact management team
respects the successes of the market leaders to-date. They have undoubtedly
advanced and pre-educated the sports and entertainment industry on the valuation
and measurement space. That said, On-Air Impact has the luxury of building a
business that capitalizes on each leader’s identified deficiencies, as well as,
further advance the industry with superior solutions and service.
SALES
AND MARKETING
Marketplace
Positioning
The
On-Air Impact brand will be positioned as the “BMW” of the valuation and
measurement industry. We will outperform our competitors in every phase of the
business and terms such as “superior technology”, “innovative research”,
“best-in-class consultation”, and “unparalleled customer service” will be used
to describe our offering. We will be the recognized leader in analytics
solutions helping our clients make “smarter decisions.”
Pricing
Strategy
Core Pricing
Model
Given our
marketplace positioning, superior product and high level of consultation, On-Air
Impact will be priced on the higher end of what the market will bear. While we
may lose some “bargain seekers” in the process, the product and services On-Air
Impact will deliver will more than justify the higher pricing
structure.
Pricing
will be project-based and calculated on an estimated “per hour analyzed”
structure in year one. In cases of extended projects, a monthly retainer
relationship will also be pursued.
When
evaluating competitors pricing, and considering our marketplace positioning,
On-Air Impact will begin with a base pricing model of $500 per
hour.
Competitor
Pricing
Repucom
approximate base pricing per hour $425
Image
Impact approximate base pricing per hour $400
Sales
Strategies
Element of
Surprise
On-Air
Impact owns the “element of surprise” position over its competitors; they don’t
know we’re coming. Therefore, it is
imperative
that On-Air Impact
deploy an aggressive sales effort/campaign in its first six months of existence.
Because On-Air Impact provides clients with a superior and complete solution,
competitors will be forced to respond or risk becoming obsolete. With this in
mind, the importance of securing as much market share upfront cannot be
understated. To achieve this, both partners will concentrate on sales in the
early phases. On-Air Impact has plans to hire a full-time head of sales employee
(along with the Principals) within the first six months marketplace entry. This
person will have a strong rolodex in the industry and a track record of
successfully selling service offerings
Pre-Marketplace Entry
Plan
Prior to
officially launching into the market, On-Air Impact will work with one rights
holder and one brand (at cost) to ensure product viability. The goals /
objectives of this are as follows:
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Obtain
feedback on product performance and consultative
accuracy
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Use
as a case study of overall offering
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Serve
as
first
clients,
immediately providing marketplace
credibility
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Prioritizing the Target
Clients
On-Air
Impact potential clients are bucketed into four categories: Team Sports and
Events, Media Rights holders, Sponsorship and Event Agencies and Consumer
Brands. While each is important, in an effort to prioritize, On-Air Impact will
first secure the
Team Sports
and Events
sector for several reasons:
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Currently
the most under-served segment in this
space
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Each
team typically works with multiple-brands, thus allowing for broader
reach
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Immediately
establishes marketplace
credibility
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Utilization
of Principals strong existing relationships and
contacts
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Appear
most receptive as they are constantly trying to secure/justify client
investments
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The
Market
Marketplace
Potential
According
to the 2009 Sports Business Journal, there are 6,400+ companies/Properties
“active” in the industry of sports. This list includes rights holders, Media
Groups, Agencies and Advertisers.
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Of
the 6,400, about 60% are viable potential customers for On-Air Impact.
Excluded from this list are radio stations and smaller players who may not
use television as a media source
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Therefore,
the total adjusted potential market = 3,840 separate individual
clients.
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On-Air
Impact will capture 15% of the total adjusted potential market = 576
On-Air Impact clients
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Charging
an average fee per client between $10,000 - $25,000 (avg. $17,500), the
potential revenue of the marketplace is between $5,760,000 and $14,400,000 (avg.
$10,080,000)
Qualifying the
Market
We
recognize that there are three types of potential clients, with each type posing
a different challenge that can effectively addressed and delivered against by
On-Air Impact
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Those
who currently use the competition’s
services
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Challenge:
Need to overcome current behavior/practices. Belief that the status quo is
easier.
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Those
who are currently knowledgeable about valuation services yet do not
currently use third party services
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Challenge:
Need to show value of services and convert to
users
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Those
who are uninitiated to valuation/consultative
services
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Challenge:
Need to educate value of services and
space
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The
Audience
While
every organization is different, the end-user of On-Air Impact and data is often
different from the where the purchase decision is made. Typically titles such as
a Brand Manager, Corporate Sales Executive, or Media Buyer are identified as the
end-users and the purchase decision for services may reside with the Chief
Financial Officer, Vice President of Sales or Head of Research and
Analytics.
Business
Extensions
Global or non-US based
Sports
Sports
and Entertainment is a global industry (e.g. Olympics, Premier League, World Cup
etc.). While our initial priority will be focused on domestic sales, expanding
to the global marketplace is well within reason. After all, On-Air Impact’s
competitor was born in a non-U.S. market.
Subscription
Services
After
several years, On-Air Impact will have accrued enough data to deliver valuable
information to the general marketplace (e.g. rankings of top 3 most valuable
signage positions, regardless of stadium). Clients, current or not, will be
offered the opportunity to receive these “On-Air Impact Insights”. Creation of a
Subscription Services offering accomplishes two things
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Further
cements the On-Air Impact brand as a leader in “valuation, measurement and
analytics” services
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Opens
a new quarterly revenue stream.
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Software
Licensing
As soon
as the software ownership is successfully brought in-house, On-Air Impact will
continually seek alternative, non-competing applications for the owned software.
Potential license agreements will be yet another revenue source for On-Air
Impact and may serve as a possible spin off company altogether.
Digital and Mobile
Valuation
While
television remains the medium of choice to consume sports, the digital (or
online) video and mobile space continues to grow. On-Air Impact will seek
capabilities to measure online and mobile activity using image processing
software its foundation.
MANAGEMENT
TEAM
General
Overview
On-Air
Impact’s Principals, Edward Whitehouse and Dorothy Whitehouse, are respected
veterans of the industry. With a combined 25+ years of relevant experience,
covering property, media, agency and business sides of the industry, this
leadership team is uniquely qualified to launch and drive to On-Air Impact high
levels of success. In fact, it is their direct experiences within the
industry that credibly led them to create the On-Air Impact
entity.
Management
Team Strengths
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Relevant
Industry Expertise:
Each
principal has a tremendous amount of direct experience in the sports,
entertainment and business sector. Matching up with the proposed client
base, the partners have experience working for Teams / Leagues, Consumer
Brands, Sports, Media and Entertainment and Business
Entities.
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Deep
Network of Resources:
As reflected by the proposed Board of
Directors, the principals have developed meaningful, direct relationships
with key marketplace leaders providing On-Air Impact with a strong support
and advisory system during all phases of
growth.
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Extensive
Industry Relationships:
The professional network of the
principals’, along with the doors opened by associates, provides On-Air
Impact with a wealth of immediate revenue generating
opportunities.
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Good
Teammates:
A strong
working relationship that is cohesive and based on mutual respect and
trust. Both principals have seen a work relationship that had a foundation
built on a mutually strong work
ethic.
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Complementary
Skill Sets:
Each principal
brings a different set of professional and cognitive strengths to the
table, which inherently lends itself to a “checks and balances” process to
arrive at best solutions for company
challenges.
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Strong
Commitment to a Common Goal
:
Both principals are
committed to making this project a reality. As evidenced by the
principal’s resumes both partners have positions in the top echelons of
the sports, entertainment and business industries. The decision to forego
these opportunities for a start up venture underscores their belief in the
potential of this venture
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Future Team
Members
In
addition to the partners, On-Air Impact will recruit two additional individuals
to assist with the start-up phase. It is imperative that each individual have
the ability to work across multiple tasks and assignments, ranging from tasks as
specifically challenging as providing an entire consultative outlay for a
prospective client (including fees, strategic overview and direction) to tasks
as simple as answering the phones. As the company grows, more employees will be
considered with specific skills that will meet specific operational and market
based needs across the industry.
Financial
Oversight Plan
In the
initial launch phase, to minimize costs while maximizing efficiencies,
bookkeeping will be outsourced to the Columbus, OH based accounting firm of
Yankovich, Adelman, Johnson, and Stevenson. This will allow both principals to
focus on incremental sales and consulting efforts, thus building the business to
a sustainable level. Once this is achieved, a full time accountant / bookkeeper
will be hired to handle the day-to-day financial functions of the
company.
Patents
and Trademarks
At the
present we do not have any patents or trademarks.
Need
for any Government Approval of Products or Services
We do not
require any government approval for our services.
Government
and Industry Regulation
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.
Research
and Development Activities
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.”
Environmental
Laws
Our
operations are not subject to any Environmental Laws.
Employees
and Employment Agreements
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.
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;
|
|
|
-
|
Contains
a toll-free number for inquiries on disciplinary
actions;
|
|
|
-
|
Defines
significant terms in the disclosure document or in the conduct of trading
penny stocks; and
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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.
|
The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, to the customer:
|
|
-
|
The
bid and offer quotations for the penny
stock;
|
|
|
-
|
The
compensation of the broker-dealer and its salesperson in the
transaction;
|
|
|
-
|
The
number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market
for such stock; and
|
|
|
-
|
Monthly
account statements showing the market value of each penny stock held in
the customer’s account.
|
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.
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.
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 |
|
(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.
DETERMINATION
OF OFFERING PRICE
The $0.10
per share offering price of our Common Stock was determined based on our
internal assessment of what the market would support. 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 listed 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:
PLAN
OF DISTRIBUTION
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.
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.
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.
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.
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.
Dorothy Whitehouse
– Chief
Executive Officer, President and Director. In addition to helping with the sales
function during the start-up phase, Dorothy’s other focus will be directing
On-Air Impact’s consulting competency. With direct and relevant on-the-job
experience in four of the five of the Company’s target markets (Agency, Brand,
Property, Media) and how they interconnect with each other, Dorothy’s expertise
and understanding of these markets provide
instant and marketable
credibility and led her to create the idea of On-Air Impact.
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. One of the company’s true success stories, her Sports Management
group turned a profit and generated over $200 million dollars in revenue during
year 1 and increased every year during her tenure. While there, Dorothy oversaw
all sports marketing initiatives for the division including: Sponsorship
negotiation, development and execution of marketing plans, new property analysis
and cross-functional property integration. In addition, Dorothy also oversaw the
Company’s overall partnership (negotiation and development) of the Company’s
relationships with MLB, NFL, NBA/WNBA, BCS/College Football, IRL, USTA, WTA,
ATP, PGA TOUR, USGA, US Figure Skating Assoc. and more. During this time,
Dorothy managed a staff of thirty individuals.
Dorothy
is a graduate of the University of Michigan, Emerson College and Rutgers
University School of Law.
Edward Whitehouse
–
Secretary, Treasurer and
Director. Edward’s focus will be directing On-Air Impact’s sales efforts.
Blending extensive business experience with building of client portfolios,
Edward’s collective professional, relevant experiences naturally led him to
believe in the idea of On-Air Impact.
Edward
currently works 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 was responsible for managing over a billion dollars worth
of assets. Prior to HSBC, Edward worked for Merrill Lynch in Dubai, United Arab
Emirates. There, Edward was responsible for the Investment Advisory Group
managing investments for high net-worth individuals (700,000 million+). Edward
is a graduate of Kean University.
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.
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.
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.
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
|
|
|
(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.
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.”
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.
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
,
a groundbreaking consumer research project will be commissioned by a leading
market research firm,
Burke
Research
. 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 one of
the leaders in the image recognition sector,
Keystream.
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.
Third
,
On-Air Impact will work with Chicago-based,
Nology Interactive
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 Burke 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.
Note
:
The amounts allocated to each line item in the above milestones are subject to
change at the sole discretion of the Company’s management. The Company planned
milestones are based on quarters following the closing of the offering. Any line
item amounts not expended completely, as detailed in the Use of Proceeds, shall
be held in reserve as working capital and subject to reallocation to other line
item expenditures as required for ongoing operations.
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.
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.
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.
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.
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.
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 audits 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
ON-AIR
IMPACT, INC.
(A
DEVELOPMENT STAGE ENTERPRISE)
BALANCE
SHEET
JULY 13,
2010
The
accompanying notes should be read in conjunction with the financial
statements
(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
(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
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
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.
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.
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:
|
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.
[OUTSIDE
BACK COVER OF PROSPECTUS]
ON-AIR
IMPACT, INC.
2,000,000
SHARES COMMON STOCK
TABLE
OF CONTENTS
|
Item
|
Page
|
|
|
Summary
|
3
|
|
|
Risk
Factors
|
8
|
|
|
Description
of Business
|
13
|
|
|
Description
of Properties
|
29
|
|
|
Legal
Proceedings
|
29
|
|
|
Use
of Proceeds
|
29
|
|
|
Determination
of Offering Price
|
30
|
|
|
Dilution
|
31
|
|
|
Plan
of Distribution
|
31
|
|
|
Directors,
Executive Officers, Promoters and Control Persons
|
33
|
|
|
Security
Ownership of Certain Beneficial Owners and Management
|
36
|
|
|
Description
of Securities
|
36
|
|
|
Interest
of Named Experts and Counsel
|
38
|
|
|
Experts
|
38
|
|
|
Disclosure
of Commission Position of Indemnification for Securities Act
Liabilities
|
39
|
|
|
Organization
Within the Last Five Years
|
39
|
|
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
40
|
|
|
Certain
Relationships and Related Transactions and Corporate
Governance
|
44
|
|
|
Market
for Common Equity and Related Stockholder Matters
|
45
|
|
|
Changes
in and Disagreements with Accountants and Financial
Disclosure
|
46
|
|
|
Where
You Can Find More Information
|
46
|
|
|
Financial
Statements
|
48
|
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.
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 a
rising 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.
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.
(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.
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 July 30, 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
|
July
30, 2010
|
|||
|
Dorothy
Whitehouse
|
Chief
Executive Officer, President and Director
(Principal
Executive Officer, Principal
Financial
Officer, and Principal
Accounting
Officer)
|
|||
|
/s/ EDWARD WHITEHOUSE
|
July
30, 2010
|
|||
|
Edward
Whitehouse
|
Secretary,
Treasurer and Director
|
60
