UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-Q



[X]
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the quarterly period ended:August 31, 2012



[  
]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



Commission
file number:333-168413



ON-AIR
IMPACT, INC.

(Exact
name of registrant as specified in its charter)



|Nevada                                               |  | 27-2692640                          
|---------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation
    or |  | (I.R.S. Employer Identification No.)
|organization)                                        |  |                                     



130
Maple Avenue, Suite 6D

Red
Bank, NJ 07701

(Address
of principal executive offices)



(732)
530-7300

(Issuer’s
telephone number)



Securities
registered under Section 12(b) of the Act:



|Title of each class |  | Name of each exchange on
    which registered
|------------------- |  | ---------------------------------------------
|None                |  | N/A                                          



Securities
registered under Section 12(g) of the Act:



Common
Stock, $0.0001 par value

(Title
of class)



Copies
to:

Philip
Magri, Esq.

The
Sourlis Law Firm

The
Courts of Red Bank

130
Maple Avenue, Suite 9B2

Red
Bank, New Jersey 07701

Direct
Dial: (954) 303-8027

T:
(732) 530-9007

F:
(732) 530-9008

philmagri@sourlislaw.com

www.SourlisLaw.com



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes
[   ] No [X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes [   ]
No [X]



Note- Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange
Act from their obligations under those Sections.



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [   ]



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes
[   ] No [X]



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” and “smaller
reporting company” in Rule 12b-2 of the Exchange ct. (Check one):



|Large accelerated filer
    [   ]                                                  | Accelerated filer [   ]      
|---------------------------------------------------------------------------------- | -----------------------------
|                                                                                   |                              
|Non-accelerated
        filer [   ]

(Do
not check if a smaller reporting company) | Smaller reporting company [X]



Indicate
by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes [X] No [   ]



APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:



Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes [  
] No [   ]



APPLICABLE
ONLY TO CORPORATE REGISTRANTS



Indicate
the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
As of October 9, 2012, there were 10,142,500 shares of Common Stock, $0.0001 par value per share.
















TABLE
OF CONTENTS





|                               |                                                                                       |  | Page
        No:
|------------------------------ | ------------------------------------------------------------------------------------- |  | ----------------
|PART I - FINANCIAL INFORMATION |                                                                                       | 
|Item 1.                        | Unaudited Balance Sheet                                                               |  | F-1             
|                               | Unaudited Statement of Operations                                                     |  | F-2             
|                               | Unaudited Statement of Cash Flows                                                     |  | F-3             
|                               | Notes to the Financial Statements                                                     |  | F-4             
|Item 2.                        | Management’s Discussion and Analysis of Financial Condition and Results of Operations |  | 3               
|Item 3.                        | Quantitative and Qualitative Disclosures About Market Risk.                           |  | 6               
|Item 4.                        | Controls and Procedures                                                               |  | 6               
|                               |                                                                                       |  |                 
|PART II - OTHER INFORMATION    |                                                                                       | 
|Item 1.                        | Legal Proceedings                                                                     |  | 6               
|Item 1A.                       | Risk Factors                                                                          |  | 6               
|Item 2.                        | Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 6               
|Item 3.                        | Defaults Upon Senior Securities                                                       |  | 6               
|Item 4.                        | [Removed and Reserved by the Securities and Exchange Commission]                      |  | 6               
|Item 5.                        | Other Information                                                                     |  | 6               
|Item 6.                        | Exhibits                                                                              |  | 7               
|Signatures                     |                                                                                       |  | 8               
|Exhibits                       |                                                                                       |  |                 







2







PART
I - FINANCIAL INFORMATION



Item
1. Financial Statements



On-Air
Impact, Inc.

(A
Development Stage Company)

Balance
Sheets



|                                                                                                                     |  | 08/31/2012  |         | 05/31/2012
|-------------------------------------------------------------------------------------------------------------------- |  | ----------- | ------- | ----------
|                                                                                                                     |  | (Unaudited) |         | (Audited) 
|ASSETS                                                                                                               |  |             |         |           
|Current assets                                                                                                       |  |             |         |           
|Cash                                                                                                                 |  | $           | 1,827   |           
|                                                                                                                     |  |             |         |           
|Total current assets                                                                                                 |  |             | 1,827   |           
|                                                                                                                     |  |             |         |           
|Total assets                                                                                                         |  | $           | 1,827   |           
|                                                                                                                     |  |             |         |           
|LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                                |  |             |         |           
|                                                                                                                     |  |             |         |           
|Current liabilities                                                                                                  |  |             |         |           
|Accounts payable                                                                                                     |  | $           | 8,955   |           
|Due to related party                                                                                                 |  |             | 9,226   |           
|                                                                                                                     |  |             |         |           
|Total current liabilities                                                                                            |  | $           | 18,181  |           
|                                                                                                                     |  |             |         |           
|                                                                                                                     |  |             |         |           
|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   |           
|Additional paid-in capital                                                                                           |  |             | 23,236  |           
|Deficit accumulated during the development stage                                                                     |  |             | (40,604 | )         
|                                                                                                                     |  |             |         |           
|Total stockholders’ deficit                                                                                          |  |             | (16,354 | )         
|                                                                                                                     |  |             |         |           
|Total liabilities and stockholders’ deficit                                                                          |  | $           | 1,827   |           



See
accompanying notes to financial statements.



F-1







On-Air
Impact, Inc.

(A
Development Stage Company)

Statements
of Operations



|                                                                                   |  | Three Months |            | Three Months |  | From 05/26/2010
|---------------------------------------------------------------------------------- |  | ------------ | ---------- | ------------ |  | ---------------
|                                                                                   |  | Ended        |            | Ended        |  | (Inception) to 
|                                                                                   |  | 08/31/2012   |            | 08/31/2011   |  | 08/31/2012     
|                                                                                   |  | (Unaudited)  |            | (Unaudited)  |  | (Unaudited)    
|                                                                                   |  |              |            |              |  |                
|Revenue                                                                            |  |              | -          |              |  |                
|                                                                                   |  |              |            |              |  |                
|Cost of goods sold                                                                 |  |              | -          |              |  |                
|                                                                                   |  |              |            |              |  |                
|Gross profit                                                                       |  |              | -          |              |  |                
|                                                                                   |  |              |            |              |  |                
|General and administrative expenses                                                |  |              | 3,217      |              |  |                
|                                                                                   |  |              |            |              |  |                
|Net loss                                                                           |  | $            | (3,217     | )            |  | $              
|                                                                                   |  |              |            |              |  |                
|Weighted average number of common shares outstanding (basic and
    fully diluted) |  |              | 10,142,500 |              |  |                
|                                                                                   |  |              |            |              |  |                
|Basic and diluted (loss) per common share                                          |  | $            | (0.00      | )            |  | $              



See
accompanying notes to financial statements.





F-2







On-Air
Impact, Inc.

(A
Development Stage Company)

Statements
of Cash Flows



|                                                                                  |  | Three months ended |        | Three months ended |  | From 05/26/2010 
(Inception) to
|--------------------------------------------------------------------------------- |  | ------------------ | ------ | ------------------ |  | -------------------------------
|                                                                                  |  | 08/31/2012         |        | 08/31/2011         |  | 08/31/2012                     
|                                                                                  |  | (Unaudited)        |        | (Unaudited)        |  | (Unaudited)                    
|                                                                                  |  |                    |        |                    |  |                                
|Cash flows from operating activities                                              |  |                    |        |                    |  |                                
|Net loss                                                                          |  | $                  | (3,217 | )                  |  | $                              
|                                                                                  |  |                    |        |                    |  |                                
|Adjustments to reconcile net (loss) to net cash used in operating
    activities: |  |                    |        |                    |  |                                
|Stock issued for services                                                         |  |                    | -      |                    |  |                                
|Changes in operating assets and liabilities:                                      |  |                    |        |                    |  |                                
|Accounts payable                                                                  |  |                    | 455    |                    |  |                                
|                                                                                  |  |                    |        |                    |  |                                
|Net cash used in operating activities                                             |  |                    | (2,762 | )                  |  |                                
|                                                                                  |  |                    |        |                    |  |                                
|Cash flows from financing activities                                              |  |                    |        |                    |  |                                
|Proceeds from issuance of common stock                                            |  |                    | -      |                    |  |                                
|Proceeds from related party advances                                              |  |                    | 3,000  |                    |  |                                
|                                                                                  |  |                    |        |                    |  |                                
|Net cash provided by financing activities                                         |  |                    | 3,000  |                    |  |                                
|                                                                                  |  |                    |        |                    |  |                                
|Net increase in cash                                                              |  |                    | 238    |                    |  |                                
|                                                                                  |  |                    |        |                    |  |                                
|Cash - beginning of period                                                        |  |                    | 1,589  |                    |  |                                
|                                                                                  |  |                    |        |                    |  |                                
|Cash - end of period                                                              |  | $                  | 1,827  |                    |  | $                              
|                                                                                  |  |                    |        |                    |  |                                
|Supplemental disclosure of cash flow information:                                 |  |                    |        |                    |  |                                
|Taxes paid                                                                        |  |                    | -      |                    |  |                                
|Interest paid                                                                     |  |                    | -      |                    |  |                                



See
accompanying notes to financial statements.





F-3







ON-AIR
IMPACT, INC.

(A Development Stage
Company)

Notes to Financial
Statements

August 31, 2012



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.



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.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-4







|● |  | 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 August 31,2012, 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.



Accounting guidance
now codified as FASB ASC Topic 740-20, “Income Taxes – Intraperiod Tax Allocation,” clarifies the accounting
for uncertainties in income taxes recognized in accordance with FASB ASC Topic 740-20 by prescribing guidance for the recognition,
de-recognition and measurement in financial statements of income tax positions taken in previously filed tax returns or tax positions
expected to be taken in tax returns, including a decision whether to file or not to file in a particular jurisdiction. FASB ASC
Topic 740-20 requires that any liability created for unrecognized tax benefits is disclosed. The application of FASB ASC Topic
740-20 may also affect the tax bases of assets and liabilities and therefore may change or create deferred tax liabilities or assets.
The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. As of May 31, 2012 and
2011, the Company did not record any liabilities for uncertain tax positions.



Recent Accounting
Pronouncements



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



Note 3 Going
Concern



As reflected in the
accompanying financial statements, the Company has a net loss of $3,217 and net cash used in operations of $2,762 for the three
months ended August 31, 2012. 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.



F-5







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 three months
ended August 31, 2012, office space was provided by the Company’s Chief Executive Officer, free of charge. The amount of
rent would be nominal.



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).



Note 6 Subsequent
Events



As of October 9, 2012, 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.



F-6







Item 2. Management’s Discussion and
Analysis of Financial Condition and Results of Operations.



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 report.



Unless stated otherwise, the words “we,”
“us,” “our,” the “Company” or “On-Air Impact” in this section collectively refer
to Air Impact, Inc.



Organizational History



General



We were incorporated in the State of Nevada
on May 26, 2010. We are a consulting and analytics company serving the sports and entertainment industry. Our business is to provide
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.”



On July 30, 2010, we filed a Registration Statement
on Form S-1(File No: 333-168413) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”)
pertaining to our initial public offering (the “Offering”) of 2,000,000 shares of our common stock registered under
the Securities Act of 1933, as amended, at a purchase price of $0.10 per share. The SEC declared the Registration Statement, as
amended, effective on February 17, 2011. The Offering was conducted on a “best efforts” basis by our officers and directors.
On June 22, 2011, we closed on the sale of 137,500 shares of common stock and subsequently terminated the Offering. We received
a total of $13,750 in gross proceeds from the Offering.



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 $40,604 for the period from May 26, 2010 (inception)
to August 31, 2012. In their audit report for the fiscal year ended May 31, 2012, our auditors have expressed their doubt as to
our 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 August 31, 2012. For detailed financial information, see
the financial statements included in this Quarterly Report.



Balance Sheet Data:



|Cash                  |  | $ | 1,827   |  
|--------------------- |  | - | ------- | -
|Total assets          |  | $ | 1,827   |  
|Total liabilities     |  | $ | 18,181  |  
|Shareholders’ deficit |  | $ | (16,354 | )



Other than the gross proceeds of $13,750 from
the sale of 137,500 shares sold in our initial public offering consummated on June 22, 2011, one other source of capital has been
identified. To date, our operations have been primarily funded by our initial public offering consummated in June 2011 and by our
Officers and Directors pursuant to a verbal, non-binding agreement. Our Officers and Directors have verbally agreed to continue
funding 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.



3







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. If we begin to generate profits, we will increase our marketing and sales activity
accordingly. We estimate sales to begin approximately eighteen (18) months following the completion of the consumer research study
discussed below in the first milestone and software program discussed in the second milestone below (estimated to be completed
six months after the completion of the consumer research study). 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. Since were
not able to raise the entire amount contemplated by the Offering, Mrs. Dorothy Whitehouse and Mr. Edward Whitehouse have committed
to personally fund our venture for an indefinite period of time to facilitate our ability to attain the following operational milestones.



The funding of the Company by our Officers
and Directors will create a further liability to the Company to be reflected on the Company’s financial statements. Our Officers’
and Directors’ commitment to personally fund the Company is not contractual and could cease at any moment in her sole and
absolute discretion. We plan to complete our milestones as follows:



First, we intend to commission a research
project and engage a third party research firm within the next nine months. We estimate that it will take six months to complete
the study. We anticipate the study to cost us on average $55,000 based on our conversations with have had with several research
companies. Our Officers and Directors have verbally agreed to fund the cost if we do not have sufficient funds. 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, once the above-referenced study
is completed, we will commission custom software to be developed by an outside programmer. We estimate that it will take six months
to develop the software. We anticipate commissioning this program once the above-referenced study is completed and that it will
take approximately three months to complete. We estimate the cost of the program to cost on average $25,000 based on our conversations
we have had with several software developers and our officers and directors have verbally agreed to fund this. 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
an outside website developer to complete the process from server hosting to creation of an end user web interface. We anticipate
commissioning this program once the above-referenced software is completed and that it will take approximately three to six months
to complete. We estimate the cost of the website to cost an average $25,000 based on conversations with have had with several website
developers and our officers and directors have verbally agreed to fund this if we do not have sufficient funds. This final process
starts when the software data output is inputted into the server.



From there, the data is filtered through a
proprietary grading system which simultaneously scores each exposure while incorporating the results of the market study. This
will provide an output that will be expressed in the form of a “monetary range”, which accounts for standard deviations
in the market study as well as accepted accuracy levels of the software. The estimated cost to be borne for the consumer research
study to be conducted is approximately $55,000 and the development of the software program is approximately $25,000. Our Officers
and Directors have verbally agreed to fund these projects if we do not have sufficient funds.



Our
intended clients can be broken-down into four categories: Sports Teams (e.g., professional baseball, basketball and football teams)
and Events (e.g., baseball, basketball and footballs games), Media Rights Holders (e.g., ESPN, Fox NY Sports, Network Cable),
Sponsorship and Event Agencies (e.g., Advertising Agencies) and Consumer Brands (e.g., Visa, FedEx). To date, we have not initiated
talks with any of these intended clients.



Results of Operations



The Company has not generated any revenues
since inception.



4







Three months ended August 31, 2012 compared to three months
ended August 31, 2011.



There were no revenues during the three month periods ended August
31, 2012 and August 31, 2011.



For the three months
ended August 31, 2012, the Company had a net loss of $(3,217), compared to $(8,574) for the three months ended August 31, 2011.
Net losses were comprised of general and administrative expenses which included legal, accounting, audit, and other professional
service fees incurred in relation to the filing of the Company’s periodic reports on Form 10-K and Form 10-Q. Our net loss
decreased in the quarter ended August 31, 2012 compared to the quarter ended August 31, 2011 due to an Decreasein general and administrative expenses.



Liquidity and Capital Resources



As of August 31, 2012, we had $1,827 cash on
hand and our stockholders’ deficit was $(16,354). At our fiscal year ended May 31, 2012, we had $1,589 cash on-hand and our
stockholders’ deficit was $(13,137). In their report included in our Annual Report for the fiscal year ended May 31, 2012,
our independent auditors expressed their substantial doubt as to our ability to continue as a going concern.



On July 30, 2010, we filed a Registration Statement
on Form S-1(File No: 333-168413) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”)
pertaining to our initial public offering (the “Offering”) of 2,000,000 shares of our common stock registered under
the Securities Act of 1933, as amended, at a purchase price of $0.10 per share. The SEC declared the Registration Statement, as
amended, effective on February 17, 2011. The Offering was conducted on a “best efforts” basis by our Officers and Directors.
On June 22, 2011, we closed on the sale of 137,500 shares of common stock and subsequently terminated the Offering. We received
a total of $13,750 in gross proceeds from the Offering.



We currently do not have sufficient capital
to fund our operations for the next 12 months. To date, our operations have been primarily funded by the Offering and by our Officers
and Directors pursuant to a verbal, non-binding agreement. Our Officers and Directors have agreed to continue funding our operations
for the foreseeable future pursuant to a verbal non-binding agreement. We believe that we will start to generate revenue within
the next 12 months by using our CEO’s industry contacts to obtain clients, although we cannot give any assurances. We estimate
that we will need at least $100,000 to sustain our operations during such period. We will need to raise capital within the next
12 months to sustain our operations and implement our business plan. 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



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 will 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 generally accepted accounting principles in the United States of America, or U.S. GAAP, requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.
Actual results could differ from those estimates.



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.



5







Earnings 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.



Recent Accounting Pronouncements



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



Item 3. Quantitative and Qualitative
Disclosures About Market Risk.



None



Item 4. Controls and Procedures.



Evaluation of Controls and Procedures.



In accordance with Exchange Act Rules
13a-15 and 15d-15, our management is required to perform an evaluation under the supervision and with the participation of the
Company’s management, including the Company’s principal executive officer and principal financial officer, of the effectiveness
of the design and operation of the Company’s disclosure controls and procedures as of the end of the period.



Evaluation of Disclosure Controls
and Procedures



Based on their evaluation of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of August 31, 2012,
our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were
effective.



Changes in Internal Controls
over Financial Reporting



No change in our internal control
over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter
ended August 31, 2012 that has materially affected, or is reasonably likely to materially affect, the Company’s internal
control over financial reporting.



PART
II - OTHER INFORMATION



Item 1. Legal Proceedings.



The Company presently is not a party
to, nor is management aware of, any pending, legal proceedings.



Item 1A. Risk Factors.



The disclosure required under this
item is not required to be reported by small reporting companies; as such term is defined by Item 503(e) of Regulation S-K. Please
see the Risk Factors included in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2012 filed with
the SEC.



Item 2. Unregistered Sales of
Equity Securities and Use of Proceeds.



None



Item 3. Defaults Upon Senior
Securities.



None.



Item 4. (Removed and Reserved by the Securities and
Exchange Commission).



Item 5. Other Information.



None



6







Item 6. Exhibits.



|Exhibit
        Number |  | Description of Exhibits                               
|---------------------- |  | ------------------------------------------------------
|                       |  |                                                       
|31.1(1)                |  | Rule 13(a)-14(a)/15(d)-14(a) Certification            
|32.1(1)                |  | Section 1350 Certification                            
|101.INS (2)            |  | XBRL Instance Document                                
|101.SCH (2)            |  | XBRL Taxonomy Extension Schema Document               
|101.CAL (2)            |  | XBRL Taxonomy Extension Calculation Linkbase Document 
|101.LAB (2)            |  | XBRL Taxonomy Extension Labels Linkbase Document      
|101.DEF (2)            |  | XBRL Taxonomy Extension Definition Linkbase Document  
|101.PRE (2)            |  | XBRL Taxonomy Extension Presentation Linkbase Document



|(1) | Filed herewith.
|--- | ---------------



|(2) | Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under those sections.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





7









SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.



| |       | ON-AIR IMPACT, INC.                                                                                                                                      
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                          
| | By:   | /s/ DOROTHY
    WHITEHOUSE                                                                                                                               
| |       | Dorothy Whitehouse
        Chief Executive Officer and Chairman
        (Principal Executive Officer, Principal
        Financial and Accounting Officer)
| |       |                                                                                                                                                          
| | Date: | October 10, 2012                                                                                                                                         



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