 | THE SOURLIS LAW FIRM |
Securities and Corporate Attorneys
Virginia K. Sourlis, Esq., MBA* | 214 Broad Street | |
Philip Magri, Esq.+ | Red Bank, New Jersey 07701 | |
Joseph M. Patricola, Esq.*+ # | (732) 530-9007 Fax (732) 530-9008 | |
| www.SourlisLaw.com | ||
| * Licensed in NJ | Virginia@SourlisLaw.com | |
| + Licensed in NY | ||
| # Licensed in DC |
VIA EDGAR CORRESPONDENCE
February 8, 2011
Division of Corporate Finance
U.S. Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20005
| Attn: | Mr. Tom Kluck, Legal Branch Chief |
Ms. Folake Ayoola, Attorney-Advisor
| RE: | ON-AIR IMPACT, INC. Registration Statement on Form S-1 Amendment No. 4 Filed January 13, 2011 File No.: 333-168413 |
Dear Mr. Kluck and Ms. Ayoola:
Below please find our responses to the Staff’s comment letter, dated January 27, 2011 (the “Comment Letter”), regarding the above-captioned matter. Per your request, our responses are keyed to the enumerated questions and comments in the Comment Letter.
Also, please be advised that the Company has filed Amendment No. 5 to the Registration Statement on Form S-1 with the Commission today via the EDGAR system. Accompanying this letter is a marked copy of Amendment No. 5 which shows changes from the previous filing.
Please do not hesitate to contact me at (732) 530-9007 if you have any questions regarding this matter.
| Very truly yours, |
| /s/ Philip Magri |
| Philip Magri, Esq. |
Use of Proceeds, page 20
1. We have reviewed your disclosure in response to comment 10 of our letter dated January 7, 2011 and re-issue the comment in its entirety.
Response: We have revised the Use of Proceeds tables to comply with this comment.
2. Please revise table 3 to include the narratives to footnotes 3 and 4. Additionally, please revise to include footnote 2 or revise all footnotes accordingly.
Response: We have revised the footnotes to table 3 to comply with this comment.