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Document and Entity Information

v2.4.0.6
Document and Entity Information
9 Months Ended
Feb. 28, 2013
Apr. 15, 2013
Document And Entity Information    
Entity Registrant Name ON-AIR IMPACT, INC.  
Entity Central Index Key 0001493174  
Document Type 10-Q  
Document Period End Date Feb. 28, 2013  
Amendment Flag false  
Current Fiscal Year End Date --02-28  
Is Entity's Reporting Status Current? Yes  
Entity Filer Category Smaller Reporting Company  
Entity Common Stock, Shares Outstanding   10,123,500
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2013  

Balance Sheets

v2.4.0.6
Balance Sheets (USD $)
Feb. 28, 2013
May 31, 2012
Current assets    
Cash $ 261 $ 1,589
Total current assets 261 1,589
Total assets 261 1,589
Current liabilities    
Accounts payable 9,195 8,500
Convertible note payable 8,000   
Due to related party 9,226 6,226
Total current liabilities 26,421 14,726
Stockholders' deficit    
Preferred stock, $.0001 par value, authorized 10,000,000 shares, none issued      
Common stock, $.0001 par value, authorized 100,000,000 shares; 10,142,500 and $10,005,000 issued and outstanding 1,014 1,014
Treasury stock (3,800)   
Additional paid-in capital 23,236 23,236
Deficit accumulated during the development stage (46,610) (37,387)
Total stockholders' deficit (26,160) (13,137)
Total liabilities and stockholders' deficit $ 261 $ 1,589

Balance Sheets (Parenthetical)

v2.4.0.6
Balance Sheets (Parenthetical) (USD $)
Feb. 28, 2013
May 31, 2012
Statement of Financial Position [Abstract]    
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 10,142,500 10,005,000
Common stock, shares outstanding 10,142,500 10,005,000

Statements of Operations (Unaudited)

v2.4.0.6
Statements of Operations (Unaudited) (USD $)
3 Months Ended 9 Months Ended 33 Months Ended
Feb. 28, 2013
Feb. 29, 2012
Feb. 28, 2013
Feb. 29, 2012
Feb. 28, 2013
Income Statement [Abstract]          
Revenue               
Cost of goods sold               
Gross profit               
General and administrative expenses 3,269 3,487 9,223 16,781 46,610
Net loss $ (3,269) $ (3,487) $ (9,223) $ (16,781) $ (46,610)
Weighted average number of common shares outstanding (basic and fully diluted) 10,141,522 10,141,522 10,141,522 10,141,522  
Basic and diluted (loss) per common share $ 0.00 $ 0.00 $ 0.00 $ 0.00  

Statement of Stockholders' Deficit

v2.4.0.6
Statement of Stockholders' Deficit (USD $)
Preferred Stock, $0.0001 Par Value [Member]
Common Stock, $0.0001 Par Value [Member]
Additional Paid-In Capital [Member]
Deficit Accumulated During The Development Stage [Member]
Stock Subscription Receivable [Member]
Total
Balance at May. 25, 2010               
Balance, shares at May. 25, 2010             
Issuance of common stock for subscription - related party   500 4,500   (5,000)  
Issuance of common stock for subscription - related party, shares   5,000,000        
Net loss       (520)   (520)
Balance at May. 31, 2010   500 4,500 (520) (5,000) (520)
Balance, shares at May. 31, 2010   5,000,000        
Proceeds received from stock subscription - related party         5,000 5,000
Issuance of common stock for cash - related party   500 4,500     5,000
Issuance of common stock for cash - related party, shares   5,000,000        
Issuance of common stock for services      500     500
Issuance of common stock for services, shares   5,000        
Net loss       (15,034)   (15,034)
Balance at May. 31, 2011   1,000 9,500 (15,554)   (5,054)
Balance, shares at May. 31, 2011   10,005,000        
Issuance of common stock for cash   14 13,736     13,750
Issuance of common stock for cash, shares   137,500        
Net loss       (21,833)   (21,833)
Balance at May. 31, 2012   1,014 23,236 (37,387)    (13,137)
Balance, shares at May. 31, 2012   10,142,500        
Issuance of common stock for services             
Issuance of common stock for cash             
Adjustment for stock split           0
Adjustment for stock split, shares   (19,000)        
Net loss       (9,223)   (9,223)
Balance at Feb. 28, 2013   $ 1,014 $ 23,236 $ (46,610)   $ (26,160)
Balance, shares at Feb. 28, 2013   10,123,500        

Statement of Stockholders' Deficit (Parenthetical)

v2.4.0.6
Statement of Stockholders' Deficit (Parenthetical) (USD $)
0 Months Ended 12 Months Ended
May 31, 2010
May 31, 2011
Statement of Stockholders' Equity [Abstract]    
Common stock issued to related parties, per share $ 0.0001 $ 0.0001
Common stock issued, per share   $ 0.10

Statements of Cash Flows (Unaudited)

v2.4.0.6
Statements of Cash Flows (Unaudited) (USD $)
9 Months Ended 33 Months Ended
Feb. 28, 2013
Feb. 29, 2012
Feb. 28, 2013
Cash flows from operating activities:      
Net loss $ (9,223) $ (16,781) $ (46,610)
Adjustments to reconcile net (loss) to net cash used in operating activities:      
Stock issued for services       500
Changes in operating assets and liabilities:      
Prepaid expenses    (260)   
Accounts payable 695 2,010 9,195
Net cash used in operating activities (8,528) (15,031) (36,915)
Cash flows from financing activities      
Proceeds from issuance of preferred stock/note payable 8,000    8,000
Payments for treasury stock (3,800)    (3,800)
Proceeds from issuance of common stock    13,750 23,750
Proceeds from related party advances 3,000 2,030 9,226
Net cash provided by financing activities 7,200 15,780 37,176
Net increase in cash (1,328) 749 261
Cash - beginning of period 1,589 2,882   
Cash - end of period 261 3,631 261
Supplemental disclosure of cash flow information:      
Taxes paid       2,821
Interest paid         

Nature of Operations

v2.4.0.6
Nature of Operations
9 Months Ended
Feb. 28, 2013
Nature Of Operations  
Nature of Operations

Note 1 - Nature of Operations

 

Nature of Operations

 

On-Air Impact, Inc. (“the Company”) was incorporated in State of Nevada on May 26, 2010. The Company is a development stage consulting company intending to serve the sports and entertainment industry.

Summary of Significant Accounting Policies

v2.4.0.6
Summary of Significant Accounting Policies
9 Months Ended
Feb. 28, 2013
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

Note 2 - Summary of Significant Accounting Policies

 

Development Stage

 

The Company’s financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include equity based financing and further implementation of the business plan. The Company has not generated any revenues since inception.

 

Risks and Uncertainties

 

The Company’s operations may be subject to significant risk and uncertainties including financial, operational, regulatory and other risks associated with a development stage company, including the potential risk of business failure. Also, see Note 3 regarding going concern matters.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes.

 

Such estimates and assumptions impact, among others, the following: the fair value of share-based payments, estimates of the probability and potential magnitude of contingent liabilities and the valuation allowance for deferred tax assets due to continuing and expected future operating losses.

 

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.

 

Cash and Cash Equivalents

 

The Company maintains cash balances in a non-interest bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents. As of August 31, 2012, there were no cash equivalents.

 

Fair Value of Financial Instruments

 

The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.

 

The following are the hierarchical levels of inputs to measure fair value:

 

  Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

  Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
     
 ●   Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

 

The Company’s financial instruments consisted primarily of accounts payable and due to related party. The carrying amounts of the Company’s financial instruments generally approximated their fair values as of February 28, 2013, respectively, due to the short-term nature of these instruments.

 

Earnings (loss) per share

 

Basic earnings per share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive.

 

Share Based Payments

 

Generally, all forms of share-based payments, including stock option grants, warrants, restricted stock grants and stock appreciation rights, are measured at their fair value on the awards’ grant date, and based on the estimated number of awards that are ultimately expected to vest. Share-based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments are recorded as a component of general and administrative expense.

 

Income Taxes

 

The Company recognizes deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.

 

Recent Accounting Pronouncements

 

There are no recent accounting pronouncements that are expected to have an effect on the Company’s financial statements.

Going Concern

v2.4.0.6
Going Concern
9 Months Ended
Feb. 28, 2013
Going Concern  
Going Concern

Note 3 Going Concern

 

As reflected in the accompanying financial statements, the Company has a net loss of $9,223 and net cash used in operations of $8,528 for the nine months ended February 28, 2013. The Company is in the development stage and has not generated revenues since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue its operations is dependent on Management’s plans, which may include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company may need to incur liabilities with certain related parties to sustain the Company’s existence.

 

The Company will require additional funding to finance the growth of its current and expected future operations as well as to achieve its strategic objectives. The Company believes its current available cash along with anticipated revenues may be insufficient to meet its cash needs for the near future. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Related Party Transactions

v2.4.0.6
Related Party Transactions
9 Months Ended
Feb. 28, 2013
Related Party Transactions [Abstract]  
Related Party Transactions

Note 4 Related Party Transactions

 

Loan payable

 

Since inception, the Company received an advance from the Company’s Chief Executive Officer of $9,226. These advances are non interest bearing, unsecured and due on demand.

 

Rent services

 

During the six months ended November 30, 2012, office space was provided by the Company’s Chief Executive Officer, free of charge. The amount of rent would be nominal.

Stockholder's Deficit

v2.4.0.6
Stockholder's Deficit
9 Months Ended
Feb. 28, 2013
Equity [Abstract]  
Stockholder's Deficit

Note 5 - Stockholder’s Deficit

 

On May 25, 2010, the Company issued 5,000,000 shares of common stock to its Chief Executive Officer for a stock subscription receivable of $5,000 ($0.0001/share). The $5,000 was received in 2011.

 

On December 8, 2010, the Company issued 5,000,000 shares of common stock to its Chief Executive Officer for $5,000 ($0.0001/share).

 

On May 19, 2011, the Company issued 5,000 shares of common stock to a consultant, in exchange for services rendered, having a fair value of $500 ($0.10/share), based upon the fair value of the services rendered.

 

On June 22, 2011, the Company issued 137,500 shares of common stock during its initial public offering for an aggregate of $13,750 ($0.10/share).

 

On December 10, 2012, our Board designated 4,000,000 shares of Preferred Stock as “Series A Convertible Preferred Stock” and we filed a Certificate of Designation with the Secretary of State of the State of Nevada on December 10, 2012 therein designating the class. The holders of the Series A Convertible Preferred Stock (the “Series A Preferred Stock”) may elect to convert their shares at any time and from time to time in their sole discretion. Each share of Series A Preferred Stock is convertible for 20 shares of Common Stock of the Company; provided, however, that the holder is prohibited from converting such number of shares of Series A Preferred Stock that would result in the stockholder beneficially owning more than 9.9% of the Common Stock of the Company. The holders of the Series A Preferred Stock 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, name changes, increases in the authorized common shares and for which such preferred stock or series has such rights and as otherwise provided by the Nevada law and is superior upon the liquidation of the Company.

 

The conversion of any or all of the Series A Preferred Stock will dilute the outstanding Common Stock. In the event of a liquidation of the assets of the Company, the liquidation rights of the outstanding Series A Preferred Stock are superior to those of the Common Stock. After the preferential liquidation rights of the Series A Preferred Stock are satisfied, there might not be any remaining assets for the holders of the Company’s Common Stock.

 

On December 18, 2012, the Company sold 4,000,000 shares of Series A Preferred Stock to Virginia K. Sourlis for an aggregate purchase price of $8,000.00 under Section 4(2) under the Securities Act of 1933, as amended, due to the fact that the sale of such securities did not involve a public offering of securities. As subsequently reported by the Company on a Form 8-K filed with the Securities and Exchange Commission on February 12, 2013, on February 12, 2013, the Company entered into an Exchange Agreement with the accredited investor pursuant to which the Company issued the accredited investor a Non-Convertible Promissory Note (the “Note”) in the principal amount of $8,000 bearing no interest and maturing on the one year anniversary of the date of issuance in exchange for the accredited investor’s 4,000,000 shares of the Company’s Series A Convertible Preferred Stock. The Company then cancelled the 4,000,000 shares of Series A Convertible Preferred Stock.

Summary of Significant Accounting Policies (Policies)

v2.4.0.6
Summary of Significant Accounting Policies (Policies)
9 Months Ended
Feb. 28, 2013
Accounting Policies [Abstract]  
Development Stage

Development Stage

 

The Company’s financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include equity based financing and further implementation of the business plan. The Company has not generated any revenues since inception.

Risks and Uncertainties

Risks and Uncertainties

 

The Company’s operations may be subject to significant risk and uncertainties including financial, operational, regulatory and other risks associated with a development stage company, including the potential risk of business failure. Also, see Note 3 regarding going concern matters.

Use of Estimates

Use of Estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes.

 

Such estimates and assumptions impact, among others, the following: the fair value of share-based payments, estimates of the probability and potential magnitude of contingent liabilities and the valuation allowance for deferred tax assets due to continuing and expected future operating losses.

 

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents

 

The Company maintains cash balances in a non-interest bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents. As of August 31, 2012, there were no cash equivalents.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

 

The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.

 

The following are the hierarchical levels of inputs to measure fair value:

 

  Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

  Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
     
 ●   Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

 

The Company’s financial instruments consisted primarily of accounts payable and due to related party. The carrying amounts of the Company’s financial instruments generally approximated their fair values as of February 28, 2013, respectively, due to the short-term nature of these instruments.

Earnings (Loss) per Share

Earnings (loss) per share

 

Basic earnings per share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive.

Share Based Payments

Share Based Payments

 

Generally, all forms of share-based payments, including stock option grants, warrants, restricted stock grants and stock appreciation rights, are measured at their fair value on the awards’ grant date, and based on the estimated number of awards that are ultimately expected to vest. Share-based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments are recorded as a component of general and administrative expense.

Income Taxes

Income Taxes

 

The Company recognizes deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

There are no recent accounting pronouncements that are expected to have an effect on the Company’s financial statements.

Going Concern (Details Narrative)

v2.4.0.6
Going Concern (Details Narrative) (USD $)
0 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended 33 Months Ended
May 31, 2010
Feb. 28, 2013
Feb. 29, 2012
Feb. 28, 2013
Feb. 29, 2012
May 31, 2012
May 31, 2011
Feb. 28, 2013
Going Concern                
Net loss $ 520 $ 3,269 $ 3,487 $ 9,223 $ 16,781 $ 21,833 $ 15,034 $ 46,610
Net cash used in operations       $ 8,528 $ 15,031     $ 36,915

Related Party Transactions (Details Narrative)

v2.4.0.6
Related Party Transactions (Details Narrative) (USD $)
Feb. 28, 2013
Related Party Transactions [Abstract]  
Proceeds from related party advances $ 9,226

Stockholder's Deficit (Details Narrative)

v2.4.0.6
Stockholder's Deficit (Details Narrative) (USD $)
0 Months Ended 9 Months Ended 12 Months Ended 33 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended
Feb. 12, 2013
Dec. 10, 2012
Jun. 22, 2011
Feb. 28, 2013
Feb. 29, 2012
May 31, 2012
May 31, 2011
Feb. 28, 2013
May 25, 2010
May 19, 2011
Consultant [Member]
Dec. 08, 2010
Chief Executive Officer [Member]
May 25, 2010
Chief Executive Officer [Member]
Dec. 31, 2011
Chief Executive Officer [Member]
Dec. 18, 2012
Virginia K [Member]
Common stock issued for stock subsrcriptions                     5,000,000 5,000,000    
Stock subscription receivable                 $ 5,000   $ 5,000      
Issuance of common stock, price per share     $ 0.10     $ 0.10 $ 0.10     $ 0.10 $ 0.0001 $ 0.0001    
Proceeds from common stock issues          13,750     23,750         5,000  
Stock issued during period for services, shares                   5,000        
Stock issued during period for services               500 (500)   500        
Number of common stock issued in initial public offerings, shares     137,500                      
Number of common stock issued in initial public offerings     13,750                      
Designated preferred stock, shares   4,000,000                        
Each preferred stock converted into common stock, number   20                        
Precentage of more common stock owned by stockholder for beneficial   9.90%                        
Sale of Series A preferred stock, number                           4,000,000
Proceeds from sale of Series A Preferred stock                           8,000
Principal amount of issued non-convertible prommisory note $ 8,000                          
Issuance of Series A Preferred stock in exchange to accredited investors for debt 4,000,000                          
Issued Series A Preferred stock share cancelled, number 4,000,000