ECEZ / Ecosciences, Inc. - SEC申報文件,年度報告,委任書

生態科學公司
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基本數據
CIK 1493174
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Ecosciences, Inc.
SEC Filings (Chronological Order)
本頁面提供了一個完整的、按時間順序排列的美國證券交易委員會(SEC)申報文件列表,不包括我們在其他地方提供的所有權申報。
September 20, 2019 SC 13G

ECEZ / Ecosciences, Inc. / Adar Bays Llc - SCHEDULE 13G Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Ecosciences Inc (Name of Issuer) Common Stock (Title of Class of Securities) 279219109 (CUSIP Number) September 19, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

December 1, 2018 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2018 ECOSCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada 333-168413 27-2692640 (State or other jurisdiction (Commission (IRS Employer of inc

December 1, 2018 EX-10.1

Transition Service Agreement, dated November 30, 2018, between Ecosciences, Inc. and Daniel Cohen

EX-10.1 2 ex10-1.htm TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT, effective November 30, 2018 (this “Agreement”), by and between Ecosciences, Inc., a Nevada corporation (the “Employer”), and Daniel Cohen (the “Employee”). The Employer and the Employee are collectively referred to as the “Parties”. WHEREAS, on November 1, 2016, the Employer appointed the Employee as the Chief O

November 30, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2018 ECOSCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada 333-168413 27-2692640 (State or other jurisdiction (Commission (IRS Employer of incor

November 30, 2018 EX-10.1

Transition Service Agreement, dated November 29, 2018, between Ecosciences, Inc. and Daniel Cohen

TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT, effective November 29, 2018, by and between Ecosciences, Inc.

November 30, 2018 15-12G

ECEZ / Ecosciences, Inc. 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-54525 ECOSCIENCES, INC. (Exact name of registrant as specified in its ch

August 31, 2018 NT 10-K

ECEZ / Ecosciences, Inc. NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-54525 NOTIFICATION OF LATE FILING (Check one): CUSIP NUMBER 279219 109 [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: May 31, 2018 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on

April 17, 2018 EX-10.2

2018-02-27 Adar Bays LLC Convertible Redeemable Note (144)

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”) US $165,000.

April 17, 2018 EX-10.13

2018-02-27 Adar Bays LLC Collateralized Secured Promissory Note (5 of 6)

EX-10.13 14 ex10-13.htm THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

April 17, 2018 EX-10.1

2018-02-27 Adar Bays LLC Securities Purchase Agreement

SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 27, 2018, by and between Ecosciences, Inc.

April 17, 2018 EX-10.11

2018-02-27 Adar Bays LLC Collateralized Secured Promissory Note (3 of 6)

EX-10.11 12 ex10-11.htm THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

April 17, 2018 EX-10.5

2018-02-27 Adar Bays LLC Convertible Redeemable Back End Note (3 of 6)

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”) US $55,000.

April 17, 2018 EX-10.4

2018-02-27 Adar Bays LLC Convertible Redeemable Back End Note (2 of 6)

EX-10.4 5 ex10-4.htm THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”) U

April 17, 2018 EX-10.12

2018-02-27 Adar Bays LLC Collateralized Secured Promissory Note (4 of 6)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES.

April 17, 2018 EX-10.6

2018-02-27 Adar Bays LLC Convertible Redeemable Back End Note (4 of 6)

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”) US $55,000.

April 17, 2018 EX-10.9

2018-02-27 Adar Bays LLC Collateralized Secured Promissory Note (1 of 6)

EX-10.9 10 ex10-9.htm THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. L

April 17, 2018 EX-10.7

2018-02-27 Adar Bays LLC Convertible Redeemable Back End Note (5 of 6)

EX-10.7 8 ex10-7.htm THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”) U

April 17, 2018 EX-10.14

2018-02-27 Adar Bays LLC Collateralized Secured Promissory Note (6 of 6)

EX-10.14 15 ex10-14.htm THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

April 17, 2018 EX-10.10

2018-02-27 Adar Bays LLC Collateralized Secured Promissory Note (2 of 6)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES.

April 17, 2018 EX-10.8

2018-02-27 Adar Bays LLC Convertible Redeemable Back End Note (6 of 6)

EX-10.8 9 ex10-8.htm THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”) U

April 17, 2018 10-Q

ECEZ / Ecosciences, Inc. 10-Q (Quarterly Report)

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: February 28, 2018 OR [ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file

April 17, 2018 EX-10.3

2018-02-27 Adar Bays LLC Convertible Redeemable Back End Note (1 of 6)

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”) US $55,000.

April 16, 2018 NT 10-Q

ECEZ / Ecosciences, Inc. NT 10-Q

FORM NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): SEC FILE NUMBER 000-54525 CUSIP NUMBER 279219 109 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: February 28, 2018 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Tr

January 16, 2018 10-Q

ECEZ / Ecosciences, Inc. 10-Q (Quarterly Report)

10-Q 1 form10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: November 30, 2017 OR [ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file n

December 15, 2017 EX-10.1

Debt Conversion Agreement, dated December 13, 2017, between Ecosciences, Inc. and Joel Falitz

DEBT CONVERSION AGREEMENT THIS DEBT CONVERSION AGREEMENT (the ?Agreement?) is entered into as of December 13 2017, by and between Ecosciences, Inc.

December 15, 2017 EX-3.2

Certificate of Amendment to the Series D Convertible Preferred Stock Certificate of Designation

EX-3.2 3 ex3-2.htm Exhibit A AMENDMENT TO CERTIFICATE OF THE DESIGNATIONS, POWERS, PREFERENCES AND RIGHTS OF THE SERIES D CONVERTIBLE PREFERRED STOCK ($0.0001 PAR VALUE PER SHARE) OF ECOSCIENCES, INC. A NEVADA CORPORATION Ecosciences, Inc. (the “Corporation”), a corporation organized and existing under Chapter 78 of the Nevada Revised Statutes, hereby certifies as follows: 1. This Certificate of A

December 15, 2017 8-K

Unregistered Sales of Equity Securities, Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2017 ECOSCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada 333-168413 27-2692640 (State or other jurisdiction (Commission (IRS

December 15, 2017 EX-3.1

Certificate of Amendment to the Series C Convertible Preferred Stock Certificate of Designation

Exhibit A AMENDMENT TO CERTIFICATE OF THE DESIGNATIONS, POWERS, PREFERENCES AND RIGHTS OF THE SERIES C CONVERTIBLE PREFERRED STOCK ($0.

October 23, 2017 10-Q

ECEZ / Ecosciences, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: August 31, 2017 OR [ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-168413 ECOSCIENCES, INC.

October 16, 2017 NT 10-Q

Ecosciences 0-Q

NT 10-Q 1 nt-10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): SEC FILE NUMBER 000-54525 CUSIP NUMBER 279219 109 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: August 31, 2017 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F

September 13, 2017 10-K

ECEZ / Ecosciences, Inc. 10-K (Annual Report)

10-K 1 form10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year period ended: May 31, 2017 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: Commission file number: 000-54525 ECO

September 13, 2017 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary: Eco-Logical Concepts, Inc. (wholly-owned by Ecosciences, Inc.) State of Incorporation: Delaware (November 30, 2011) Names under which Subsidiary does business: Eco-Logical Concepts, Inc.

August 29, 2017 NT 10-K

Ecosciences 0-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-54525 NOTIFICATION OF LATE FILING (Check one): CUSIP NUMBER 279219 109 [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: May 31, 2017 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on

August 10, 2017 EX-16.1

FRIEDMAN LLP 1700 Broadway New York, NY 10019

Exhibit 16.1 Letter from Friedman LLP pursuant to Item 304 of Regulation S-K FRIEDMAN LLP 1700 Broadway New York, NY 10019 August 10, 2017 U.S. Securities & Exchange Commission 100 F. Street, NE Washington, D.C. 20549 Re: Ecosciences, Inc. File No. 333-168413 Dear Sir or Madam: We have read Item 4.01 of Form 8-K of Ecosciences, Inc., a Nevada corporation (?Registrant?), filed with the U.S. Securit

August 10, 2017 8-K

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2017 ECOSCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada 333-168413 27-2692640 (State or other jurisdiction (Commission (IRS Em

July 10, 2017 SC 13G/A

ECEZ / Ecosciences, Inc. / KCG AMERICAS LLC - SC 13G/A ECEZ Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment 1) Ecosciences, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 279219208 (CUSIP Number) June 30, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

June 9, 2017 SC 13G

ECEZ / Ecosciences, Inc. / KCG AMERICAS LLC - SC 13G ECEZD Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Initial Filing) Under the Securities Exchange Act of 1934 Ecosciences, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 279219208 (CUSIP Number) May 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

May 24, 2017 EX-10.1

EX-10.1

May 24, 2017 8-K

Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2017 ECOSCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada 333-168413 27-2692640 (State or other jurisdiction (Commission (IRS Empl

May 24, 2017 EX-3.1

EX-3.1

April 24, 2017 DEF 14C

Ecosciences 14C

DEF 14C 1 def14c.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14 (c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5 (d)(2)) [X] Definitive Information Statement ECOSCIENCES, INC. (

April 13, 2017 PRE 14C

Ecosciences 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14 (c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5 (d)(2)) [ ] Definitive Information Statement ECOSCIENCES, INC. (Name of Registrant as

April 13, 2017 EX-10.1

STOCK PURCHASE AGREEMENT (“AGREEMENT” OR “SPA”)

EX-10.1 2 ex10-1.htm STOCK PURCHASE AGREEMENT (“AGREEMENT” OR “SPA”) SECTION 1. SUBSCRIPTION The undersigned buyer (the “Buyer”) hereby purchases the number of shares of Series B Non-Convertible Preferred Shares, par value $0.0001 per share (the “Shares”), of Ecosciences, Inc., a Nevada corporation (the “Company”), indicated below (“Exhibit A”), from the undersigned seller (the “Seller”) and the S

April 13, 2017 8-K

Entry into a Material Definitive Agreement, Changes in Control of Registrant, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2017 ECOSCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada 333-168413 27-2692640 (State or other jurisdiction (Commission (IRS Em

April 13, 2017 EX-3.1

Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

EX-3.1 2 ex3-1.htm Exhibit 3.1 Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1. Name of corporation: Ecosciences, Inc. 2. The articles have been amended as follows: (provide article numbers, if available) Article 3 has been amended to increase the authorized common stock of the Corporation to One B

April 13, 2017 10-Q

Ecosciences (Quarterly Report)

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: February 28, 2017 OR [ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file

February 21, 2017 DEF 14C

Ecosciences 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14 (c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5 (d)(2)) [X] Definitive Information Statement ECOSCIENCES, INC. (Name of Registrant as

February 10, 2017 PRE 14C

Ecosciences 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14 (c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5 (d)(2)) [ ] Definitive Information Statement ECOSCIENCES, INC. (Name of Registrant as

February 3, 2017 EX-10.1

SECURITIES PURCHASE AGREEMENT

EX-10.1 2 ex10-1.htm SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 31, 2017, by and between ECOSCIENCES, INC., a Nevada corporation, with headquarters located at 420 Jericho Turnpike, Suite 110, Jericho, NY 11753 (the “Company”), and CROWN BRIDGE PARTNERS, LLC, a New York limited liability company, with its address at 1173a 2nd Avenue, Suit

February 3, 2017 10-Q

Ecosciences (Quarterly Report)

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: November 30, 2016 OR [ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file

February 3, 2017 EX-10.2

CONVERTIBLE PROMISSORY NOTE

Exhibit 10.2 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

January 17, 2017 NT 10-Q

Ecosciences 0-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): SEC FILE NUMBER 000-54525 CUSIP NUMBER 279219 109 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: November 30, 2016 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Repo

November 4, 2016 EX-10.3

[SIGNATURE PAGE FOLLOWS]

420 Jericho Turnpike, Suite 110, Jericho, NY 11753 November 2, 2016 JOEL FALITZ 420 Jericho Turnpike, Suite 110 Jericho, NY 11753 Re: Amended and Restated Management Services Agreement Dear Mr.

November 4, 2016 EX-10.5

LEASE AGREEMENT

Exhibit 10.5 LEASE AGREEMENT THIS LEASE AGREEMENT (the ?Agreement?) made this 1st day of November 2016, by and between Preferred Distribution, Inc. (herein called the ?Landlord?) and Ecosciences, Inc. (herein called the ?Tenant?). WHEREAS, the Landlord desires to rent to the Tenant, and the Tenant desire to rent from the Landlord, the real property located in the City of Jericho, State of New York

November 4, 2016 EX-10.2

ECOSCIENCES, INC. RESTRICTED STOCK PURCHASE AGREEMENT

Exhibit 10.2 ECOSCIENCES, INC. RESTRICTED STOCK PURCHASE AGREEMENT THIS RESTRICTED STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of November 1, 2016, by and between Ecosciences, Inc., a Nevada corporation with offices located at 420 Jericho Turnpike, Suite 110, Jericho, NY 11753 (the “Company”), and Dan Cohen (the “Purchaser”). RECITALS WHEREAS, the Purchaser has provided, management servi

November 4, 2016 10-Q

Ecosciences (Quarterly Report)

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: August 31, 2016 OR [ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file nu

November 4, 2016 EX-10.1

[SIGNATURE PAGE FOLLOWS]

EX-10.1 2 ex10-1.htm 420 Jericho Turnpike, Suite 110, Jericho, NY 11753 November 1, 2016 Dan Cohen 420 Jericho Turnpike, Suite 110 Jericho, NY 11753 Re: Management Services Agreement Dear Mr. Cohen: This Management Services Agreement (this “Agreement”) sets forth the terms and conditions whereby Dan Cohen (referred to herein as “You” or “Executive”) agrees to provide certain management services (a

November 4, 2016 EX-10.4

ECOSCIENCES, INC. RESTRICTED STOCK PURCHASE AGREEMENT

Exhibit 10.4 ECOSCIENCES, INC. RESTRICTED STOCK PURCHASE AGREEMENT THIS RESTRICTED STOCK PURCHASE AGREEMENT (the ?Agreement?) is made as of November 2, 2016, by and between Ecosciences, Inc., a Nevada corporation with offices located at 420 Jericho Turnpike, Suite 110, Jericho, NY 11753 (the ?Company?), and Joel Falitz (the ?Purchaser?). RECITALS WHEREAS, the Purchaser has provided, management ser

October 18, 2016 NT 10-Q

Ecosciences 0-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): SEC FILE NUMBER 000-54525 CUSIP NUMBER 279219 109 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: August 31, 2016 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report

September 20, 2016 EX-21.1

SUBSIDIARIES OF THE REGISTRANT

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary: Eco-Logical Concepts, Inc. (wholly-owned by Ecosciences, Inc.) State of Incorporation: Delaware (November 30, 2011) Names under which Subsidiary does business: Eco-Logical Concepts, Inc.

September 19, 2016 10-K

Ecosciences (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year period ended: May 31, 2016 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: Commission file number: 333-168413 ECOSCIENCES, INC. (Exa

August 26, 2016 NT 10-K

Ecosciences 0-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-54525 NOTIFICATION OF LATE FILING (Check one): CUSIP NUMBER 279219 109 [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: May 31, 2016 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on

August 26, 2016 NT 10-K

Ecosciences 0-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-54525 NOTIFICATION OF LATE FILING (Check one): CUSIP NUMBER 279219 109 [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: May 31, 2016 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on

July 29, 2016 EX-4.3

12% $60,500 Convertible Redeemable Note, dated July 19, 2016, by Ecosciences Inc. to ADAR Bays, LLC (Back End Note)

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE ?1933 ACT?) US $60,500.

July 29, 2016 EX-10.1

Securities Purchase Agreement, dated as of July 19, 2016, between Ecosciences, Inc. and Auctus Fund, LLC

SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of July 19, 2016, by and between ECOSCIENCES, INC.

July 29, 2016 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2016 ECOSCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada 333-168413 27-2692640 (State or other jurisdiction (Commission (IRS Employer of incorpora

July 29, 2016 EX-10.2

Securities Purchase Agreement, dated as of July 19, 2016, between Ecosciences, Inc. and ADAR BAYS, LLC

SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of July 19, 2016, by and between Ecosciences, Inc.

July 29, 2016 EX-4.1

12% $56,750 Convertible Promissory Note, dated July 19, 2016, by Ecosciences, Inc. to Auctus Fund, LLC

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

July 29, 2016 EX-4.2

12% $60,500 Convertible Redeemable Note, dated July 19, 2016, by Ecosciences, Inc. to ADAR Bays, LLC (ADAR First Note)

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE ?1933 ACT?) US $60,500.

July 29, 2016 EX-4.4

12% $55,000 Collateralized Secured Promissory Note, dated July 19, 2016, by ADAR BAYS, LLC to Ecosciences, Inc.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES.

June 3, 2016 10-Q

Ecosciences (Quarterly Report)

FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: February 29, 2016 OR [ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-168413 ECOSCIENCES, INC.

June 3, 2016 EX-14

ECOSCIENCES, INC. CODE OF ETHICS AND BUSINESS CONDUCT

EXHIBIT 14 ECOSCIENCES, INC. CODE OF ETHICS AND BUSINESS CONDUCT 1. Introduction. 1.1 The Board of Directors of Ecosciences, Inc. (together with its subsidiaries, the ?Company?) has adopted this Code of Ethics and Business Conduct (the ?Code?) in order to: (a) promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; (b) promote full, fair, acc

April 14, 2016 NT 10-Q

Ecosciences 0-Q

FORM NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): SEC FILE NUMBER 000-54525 CUSIP NUMBER 279219 109 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: February 29, 2016 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Tr

March 2, 2016 LETTER

LETTER

Mail Stop 4631 March 2, 2016 Via E-mail Mr. Joel Falitz Chief Executive Officer Ecosciences, Inc. 420 Jericho Turnpike, Suite 110 Jericho, NY 11753 RE: Ecosciences, Inc. Form 10-K for the Year Ended May 31, 2015 Filed September 29, 2015 File No. 0-54525 Dear Mr. Falitz: We have completed our review of your filing. We remind you that our comments or changes to disclosure in response to our comments

February 29, 2016 CORRESP

Ecosciences ESP

ECOSCIENCES, INC. 420 Jericho Turnpike, Suite 110 Jericho, NY 11753 T (516) 465-3964 February 29, 2016 United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Mail Stop 4631 Attn: John Cash ? Accounting Branch Chief Office of Manufacturing and Construction RE: Ecosciences, Inc. Form 10-K for the Fiscal Year Ended May 31, 2015 File

February 19, 2016 LETTER

LETTER

Mail Stop 4631 February 19, 2016 Via E-mail Mr. Joel Falitz Chief Executive Officer Ecosciences, Inc. 420 Jericho Turnpike, Suite 110 Jericho, NY 11753 RE: Ecosciences, Inc. Form 10-K for the Year Ended May 31, 2015 Filed September 29, 2015 File No. 0-54525 Dear Mr. Falitz: We have reviewed your filings and have the following comments. In some of our comments, we may ask you to provide us with inf

February 19, 2016 10-Q

ECEZ / Ecosciences, Inc. 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: November 30, 2015 OR [ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-168413 ECOSCIENCES, INC.

January 14, 2016 NT 10-Q

Ecosciences 0-Q

FORM NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): SEC FILE NUMBER 000-54525 CUSIP NUMBER 279219 109 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: November 30, 2015 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Tr

November 10, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: August 31, 2015 OR [ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-168413 ECOSCIENCES, INC.

October 15, 2015 NT 10-Q

Ecosciences 0-Q

NT 10-Q 1 nt10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): SEC FILE NUMBER 000-54525 CUSIP NUMBER 279219 109 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: August 31, 2015 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F

September 29, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year period ended: May 31, 2015 [ ] TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year period ended: May 31, 2015 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: Commission file number: 333-168413 ECOSCIENCES, INC. (Exa

September 29, 2015 EX-21.1

SUBSIDIARIES OF THE REGISTRANT

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary: Eco-Logical Concepts, Inc. (wholly-owned by Ecosciences, Inc) State of Incorporation: Delaware (November 30, 2011) Names under which Subsidiary does business: Eco-Logical Concepts, Inc.

September 29, 2015 EX-3.8

AMENDMENT TO CERTIFICATE OF THE DESIGNATIONS, POWERS, PREFERENCES AND RIGHTS OF THE SERIES A CONVERTIBLE PREFERRED STOCK ($0.0001 PAR VALUE PER SHARE) ECOSCIENCES, INC. A NEVADA CORPORATION

AMENDMENT TO CERTIFICATE OF THE DESIGNATIONS, POWERS, PREFERENCES AND RIGHTS OF THE SERIES A CONVERTIBLE PREFERRED STOCK ($0.

August 31, 2015 NT 10-K

Ecosciences 0-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE Washington, D.C. 20549 NUMBER 000-54525 FORM 12b-25 NOTIFICATION OF LATE FILING CUSIP NUMBER 279219 109 (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [

August 25, 2015 EX-10.1

International MASTER DISTRIBUTOR AGREEMENT International Master Distributor Agreement Entered into on the 13th day of August 2015 by and between ECO-LOGICAL CONCEPTS, Inc. (herein called “COMPANY”) a US corporation having its principal place of busin

EX-10.1 2 ex10-1.htm International MASTER DISTRIBUTOR AGREEMENT International Master Distributor Agreement Entered into on the 13th day of August 2015 by and between ECO-LOGICAL CONCEPTS, Inc. (herein called “COMPANY”) a US corporation having its principal place of business at 420 JERICHO TURNPIKE, SUITE 110 JERICHO NY 11753-1319 and ECO LOGIC LIMITED. (hereinafter called “Distributor”) a New Zeal

August 25, 2015 EX-99.1

Ecosciences, Inc. Signs International Master Distributor Agreement with Its New Zealand and South African Distributor Territory includes Africa and Australasia, Germany and The Netherlands

Ecosciences, Inc. Signs International Master Distributor Agreement with Its New Zealand and South African Distributor Territory includes Africa and Australasia, Germany and The Netherlands JERICHO, NY?(Marketwired ? August 25, 2015; 6:00 AM EST) - Ecosciences, Inc. (OTCQB: ECEZ) (?Ecosciences? or the ?Company?) is pleased to announce the signing of an exclusive International Master Distributor Agr

August 25, 2015 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2015 ECOSCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada 333-168413 27-2692640 (State or other jurisdiction (Commission (IRS E

June 12, 2015 EX-10.1

Restricted Stock Purchase Agreement, dated June 4, 2015, between Ecosciences, Inc. and Joel Falitz

EX-10.1 4 ex10-1.htm EXHIBIT 10.1 ECOSCIENCES, INC. RESTRICTED STOCK PURCHASE AGREEMENT THIS RESTRICTED STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of June 4, 2015, by and between Ecosciences, Inc., a Nevada corporation with offices located at 420 Jericho Turnpike, Suite 110, Jericho, NY 11753 (the “Company”), and Joel Falitz (the “Purchaser”). RECITALS WHEREAS, the Purchaser has provide

June 12, 2015 EX-10.2

Management Services Agreement, dated June 4, 2015, between Ecosciences, Inc. and Joel Falitz

EX-10.2 5 ex10-2.htm EXHIBIT 10.2 June 4, 2015 JOEL FALITZ 420 Jericho Turnpike, Suite 110 Jericho, NY 11753 Re: Management Services Agreement Dear Mr. Falitz: This Management Services Agreement (this “Agreement”) sets forth the terms and conditions whereby you agree to provide certain services (as described on Schedule A attached hereto) to Ecosciences, Inc., a Nevada corporation with offices loc

June 12, 2015 EX-3.2

Series D Convertible Preferred Stock Certificate of Designation

EX-3.2 3 ex3-2.htm EXHIBIT 3.2 CERTIFICATE OF THE DESIGNATIONS, POWERS, PREFERENCES AND RIGHTS OF THE SERIES D CONVERTIBLE PREFERRED STOCK ($0.0001 PAR VALUE PER SHARE) OF ECOSCIENCES, INC. A NEVADA CORPORATION Pursuant to Section 78.1955 of Chapter 78 of the Nevada Revised Statutes, ECOSCIENCES, INC., corporation organized and existing under the State of Nevada (the “Corporation”), in accordance

June 12, 2015 EX-3.1

Certificate of Amendment to the Series C Convertible Preferred Stock Certificate of Designation

EX-3.1 2 ex3-1.htm EXHIBIT 3.1 AMENDMENT TO CERTIFICATE OF THE DESIGNATIONS, POWERS, PREFERENCES AND RIGHTS OF THE SERIES C CONVERTIBLE PREFERRED STOCK ($0.0001 PAR VALUE PER SHARE) OF ECOSCIENCES, INC. A NEVADA CORPORATION Ecosciences, Inc. (the “Corporation”), a corporation organized and existing under Chapter 78 of the Nevada Revised Statutes, hereby certifies as follows: 1. This Certificate of

June 12, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2015 ECOSCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada 333-168413 27-2692640 (State or other jurisdiction (Commission (IRS Employer of incorporat

April 29, 2015 EX-10.1

Share Exchange Agreement, dated April 20, 2015, between Ecosciences, Inc. and Joel Falitz

SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT, dated as of April 20, 2015 (the ?Agreement?), is entered into by and between ECOSCIENCES, INC.

April 29, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: February 28, 2015 [ ] TRANSACTION R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: February 28, 2015 OR [ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-168413 ECOSCIENCES, INC.

April 29, 2015 EX-3.1

Certificate of Designation of the Series C Convertible Preferred Stock

Exhibit 3.1 CERTIFICATE OF THE DESIGNATIONS, POWERS, PREFERENCES AND RIGHTS OF THE SERIES C CONVERTIBLE PREFERRED STOCK ($0.0001 PAR VALUE PER SHARE) OF ECOSCIENCES, INC. A NEVADA CORPORATION Pursuant to Section 78.1955 of Chapter 78 of the Nevada Revised Statutes, ECOSCIENCES, INC., corporation organized and existing under the State of Nevada (the ?Corporation?), in accordance with the provisions

April 14, 2015 NT 10-Q

Ecosciences 0-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE Washington, D.C. 20549 NUMBER 000-54525 FORM 12b-25 NOTIFICATION OF LATE FILING CUSIP NUMBER 279219 109 (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: February 28, 2015 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Repo

February 23, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: November 30, 2014 [ ] TRANSACTION R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: November 30, 2014 OR [ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-168413 ECOSCIENCES, INC.

January 14, 2015 NT 10-Q

ECEZ / Ecosciences, Inc. NT 10-Q - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-54525 FORM 12b-25 CUSIP NUMBER 279219 109 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: November 30, 2014 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Repo

October 20, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: August 31, 2014 [ ] TRANSACTION REP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: August 31, 2014 OR [ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-168413 ECOSCIENCES, INC.

October 15, 2014 NT 10-Q

ECEZ / Ecosciences, Inc. NT 10-Q - -

FORM 12B-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): SEC FILE NUMBER 000-54525 CUSIP NUMBER 279219 109 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: August 31, 2014 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Trans

September 15, 2014 10-KT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year period ended: [X] TRANSITION REPORT PURSUANT TO SECTION 13

FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year period ended: [X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from January 1, 2014 to May 31, 2014 Commission file number: 333-1

September 15, 2014 EX-10.10

Fifth Series A Preferred Share Redemption Agreement, dated August 21, 2014, between Ecosciences, Inc. and Edward Whitehouse

EXHIBIT 10.10 FIFTH SHARE REDEMPTION AGREEMENT THIS FIFTH SHARE REDEMPTION AGREEMENT, dated August 21, 2014 (this “Agreement”), by and between ECOSCIENCES, INC., a Nevada corporation (the “Company”), and EDWARD WHITEHOUSE (the “Stockholder,” and together with the Company, the “Parties,” or individually a “Party”). WITNESSETH: WHEREAS, on May 12, 2014, the Parties entered into that certain Share Ex

September 15, 2014 EX-21.1

SUBSIDIARIES OF THE REGISTRANT

EXHIBIT 21.1 Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary: Eco-Logical Concepts, Inc. (wholly-owned by Ecosciences, Inc) State of Incorporation: Delaware (November 30, 2011) Names under which Subsidiary does Business: Eco-Logical Concepts, Inc.

September 15, 2014 EX-10.9

Fourth Series A Preferred Share Redemption Agreement, dated August 12, 2014, between Ecosciences, Inc. and Edward Whitehouse

EXHIBIT 10.9 FOURTH SHARE REDEMPTION AGREEMENT THIS FOURTH SHARE REDEMPTION AGREEMENT, dated August 12, 2014 (this “Agreement”), by and between ECOSCIENCES, INC., a Nevada corporation (the “Company”), and EDWARD WHITEHOUSE (the “Stockholder,” and together with the Company, the “Parties,” or individually a “Party”). WITNESSETH: WHEREAS, on May 12, 2014, the Parties entered into that certain Share E

September 15, 2014 EX-10.7

Second Series A Preferred Share Redemption Agreement, dated May 20, 2014, between On-Air Impact, Inc. and Edward Whitehouse

EX-10.7 2 ex10-7.htm EXHIBIT 10.7 SECOND SHARE REDEMPTION AGREEMENT THIS SECOND SHARE REDEMPTION AGREEMENT, dated May 20, 2014 (this “Agreement”), by and between ON-AIR IMPACT, INC., a Nevada corporation (the “Company”), and EDWARD WHITEHOUSE (the “Stockholder,” and together with the Company, the “Parties,” or individually a “Party”). WITNESSETH: WHEREAS, on May 12, 2014, the Parties entered into

September 15, 2014 EX-10.8

Third Series A Preferred Share Redemption Agreement, dated June 9, 2014, between On-Air Impact, Inc. and Edward Whitehouse

EXHIBIT 10.8 THIRD SHARE REDEMPTION AGREEMENT THIS THIRD SHARE REDEMPTION AGREEMENT, dated June 9, 2014 (this “Agreement”), by and between ON-AIR IMPACT, INC., a Nevada corporation (the “Company”), and EDWARD WHITEHOUSE (the “Stockholder,” and together with the Company, the “Parties,” or individually a “Party”). WITNESSETH: WHEREAS, on May 12, 2014, the Parties entered into that certain Share Exch

September 15, 2014 EX-10.11

Sixth Series A Preferred Share Redemption Agreement, dated September 4, 2014, between Ecosciences, Inc. and Edward Whitehouse

EXHIBIT 10.11 SIXTH SHARE REDEMPTION AGREEMENT THIS SIXTH SHARE REDEMPTION AGREEMENT, dated September 4, 2014 (this “Agreement”), by and between ECOSCIENCES, INC., a Nevada corporation (the “Company”), and EDWARD WHITEHOUSE (the “Stockholder,” and together with the Company, the “Parties,” or individually a “Party”). WITNESSETH: WHEREAS, on May 12, 2014, the Parties entered into that certain Share

August 29, 2014 NT 10-K

ECEZ / Ecosciences, Inc. NT 10-K - - NOTIFICATION OF LATE FILING

NT 10-K 1 formnt10k.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): SEC FILE NUMBER 000-54525 CUSIP NUMBER 279219 109 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: [X] Transition Report on Form 10-K [ ] Transition Repor

June 23, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits - CURRENT REPORT

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2014 ECOSCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada 333-168413 27-2692640 (State or other jurisdiction (Commission (IRS Employer of

June 23, 2014 EX-3.1

Certificate of Amendment to Articles of Incorporation of On-Air Impact, Inc. filed June 3, 2014, effective June 23, 2014

EXHIBIT 3-1 SUPPLEMENT TO THE CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF ON-AIR IMPACT, INC.

May 30, 2014 DEF 14C

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14 (c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5 (d)(2)) [X] Definitive Information Statement ON-AIR IMPACT, INC. (Name of Registrant

May 21, 2014 PRE 14C

- PRELIMINARY 14C

Schedule 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14 (c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5 (d)(2)) [ ] Definitive Information Statement ON-AIR IMPACT, INC. (Name o

May 15, 2014 EX-16.1

W.T. UNIACK & CO. CPAs, P.C. CERTIFIED PUBLIC ACCOUNTANTS Licensed in Georgia and Ohio

EXHIBIT 16.1 W.T. UNIACK & CO. CPAs, P.C. CERTIFIED PUBLIC ACCOUNTANTS Licensed in Georgia and Ohio 1003 Weatherstone Pkwy., Suite 320 Woodstock, GA 30188 Phone: 770-592-3233 PMB 1040 12600 Deerfield Pkwy., Ste 400 Alpharetta, GA 30004 Phone: 678-773-0251 May 14, 2014 U.S. Securities and Exchange Commission 100 F. Street NE Washington D.C. 20549 Re: On-Air Impact, Inc. Form 8-K Item 4.01 Changes i

May 15, 2014 EX-3.12

Eco-Merger Sub, Inc. Articles of Incorporation filed on May 6, 2014

EXHIBIT 3.12

May 15, 2014 EX-3.8

Ecosciences, Inc. Certificate of Designation for Series B Non-Convertible Preferred Stock, filed May 8, 2014

EXHIBIT 3.8

May 15, 2014 EX-3.9

Articles of Incorporation of Eco-Logical Concepts, Inc. filed on November 30, 2011

EXHIBIT 3.9

May 15, 2014 EX-10.6

SHARE REDEMPTION AGREEMENT

EX-10.6 40 ex10-6.htm EXHIBIT 10.6 SHARE REDEMPTION AGREEMENT THIS SHARE REDEMPTION AGREEMENT, dated May 12, 2014 (this “Agreement”), by and between ON-AIR IMPACT, INC., a Nevada corporation (the “Company”), and EDWARD WHITEHOUSE (the “Stockholder”). WITNESSETH: WHEREAS, the Stockholder currently owns an aggregate of Two Million (2,000,000) shares of Series A Convertible Preferred Stock, par value

May 15, 2014 EX-10.4

Master Loan Agreement, dated May 9, 2014, between On-Air Impact, Inc. and Bacarat Holdings, Inc.

MASTER LOAN AGREEMENT THIS MASTER LOAN AGREEMENT, dated this 9th day of May 2014 (this “AGREEMENT”), is by and between ON-AIR IMPACT, INC.

May 15, 2014 EX-3.14

BY-LAWS ECO-MERGER SUB, INC. Article I

EXHIBIT 3.14 BY-LAWS OF ECO-MERGER SUB, INC. Article I Offices Section 1.01 Offices. The address of the registered office of Eco-Merger Sub, Inc. (hereinafter called the “Corporation”) shall be in the State of Delaware. The Corporation may have other offices, both within and without the State of Delaware, as the board of directors of the Corporation (the “Board of Directors”) from time to time sha

May 15, 2014 EX-3.11

Eco-Logical Concepts, Inc. Series A Certificate of Designation filed on May 7, 2014

EX-3.11 26 ex3-11.htm EXHIBIT 3.11

May 15, 2014 EX-3.13

Certificate of Merger of Eco-Logical Concepts, Inc. and Eco-Merger Sub, Inc. filed on May 9, 2014

EX-3.13 34 ex3-13.htm EXHIBIT 3.13

May 15, 2014 EX-3.15

Bylaws of Eco-Logical Concepts, Inc.

EXHIBIT 3.15 BY-LAWS OF ECO-LOGICAL CONCEPTS, INC. Article I Offices Section 1.01 Offices. The address of the registered office of Eco-Logical Concepts, Inc. (hereinafter called the “Corporation”) shall be in the State of Delaware. The Corporation may have other offices, both within and without the State of Delaware, as the board of directors of the Corporation (the “Board of Directors”) from time

May 15, 2014 EX-3.7

EX-3.7

EX-3.7 5 ex3-7.htm EXHIBIT 3.7

May 15, 2014 EX-10.5

Share Exchange Agreement, dated May 12, 2014, between On-Air Impact, Inc. and Edward Whitehouse

EXHIBIT 10.5 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT, dated as of May 12, 2014 (the “Agreement”), is entered into by and between ON-AIR IMPACT, INC., a Nevada corporation (the “Company”), and EDWARD WHITEHOUSE (the “Stockholder”). WITNESSETH: WHEREAS, Stockholder is the owner of an aggregate of Ten Million Ten Thousand (10,010,000) shares of common stock, par value $0.0001 per share

May 15, 2014 EX-3.10

Certificate of Amendment to Articles of Incorporation of Eco-Logical Concepts, Inc. filed on December 13, 2012

EXHIBIT 3.10

May 15, 2014 EX-2.1

Agreement and Plan of Merger and Reorganization, dated as of May 9, 2014, by and among the On-Air Impact, Inc., Eco-Logical Merger Sub, Inc. and Eco-Logical Concepts, Inc.

EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER among ECO-LOGICAL CONCEPTS, INC. and ON-AIR IMPACT, INC. and ECO-MERGER SUB, INC. dated as of MAY 9, 2014 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”), is entered into as of May 9, 2014, by and among ECO-LOGICAL CONCEPTS, INC., a Delaware corporation (the “Company”), ON-AIR IMPACT, INC., a Nevada corporation (“Parent”),

May 15, 2014 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Entry into a Material Definitive Agreement, Entry into a Material Definitive Agreement - CURRENT REPORT

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2014 ON-AIR IMPACT, INC. (Exact name of registrant as specified in its charter) Nevada 333-168413 27-2692640 (State or other jurisdiction (Commission (IRS Employer of

March 18, 2014 10-Q

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: February 28, 2014 [ ] TRANSITION REPORT UNDE

10-Q 1 form10q.htm QUARTERLY REPORT 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: February 28, 2014 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 333-168413 ON-AIR IMPACT, INC

March 18, 2014 EX-10.1

AMENDMENT TO PROMISSORY NOTE

Exhibit 10.1 Exhibit 10.1 AMENDMENT TO PROMISSORY NOTE This Amendment, date as of February 12, 2014 (the “Amendment”) to that certain Promissory Note, dated and issued on February 12, 2013 (the “Note”), by On-Air Impact, Inc., a Nevada corporation (the “Company”), for the benefit of Virginia K. Sourlis (the “Holder”, and together with the Company, the “Parties”, and each, a “Party”). WHEREAS, on F

January 9, 2014 10-Q

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: November 30, 2013 [ ] TRANSITION REPORT UNDE

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: November 30, 2013 [ ] 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 speci

October 10, 2013 10-Q

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, 2013 [ ] TRANSITION REPORT UNDER

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, 2013 [ ] 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 specifi

August 23, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year period ended: May 31, 2013 [ ] TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year period ended: May 31, 2013 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-168413 ON-AIR IMPACT, INC.

April 15, 2013 EX-3.1

Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

EX-3.1 2 ex3-1.htm DEAN HELLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.biz Certificate of Amendment (PURSUANT TO NRS 78.385 and 78.390) Important: Read attached instructions before completing form. above space is for office use only Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporation

April 15, 2013 10-Q

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: February 28, 2013 [ ] TRANSITION REPORT UNDE

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: February 28, 2013 [ ] 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 speci

April 15, 2013 EX-3.2

Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

DEAN HELLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.

April 15, 2013 EX-3.3

Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

EX-3.3 4 ex3-3.htm DEAN HELLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.biz Certificate of Amendment (PURSUANT TO NRS 78.385 and 78.390) Important: Read attached instructions before completing form. above space is for office use only Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporation

February 12, 2013 EX-10.2

Non-Convertible Promissory Note, dated February 12, 2013, by On-Air Impact, Inc. F/B/O Virginia K. Sourlis

EXHIBIT 10.2 PROMISSORY NOTE $8,000.00 Date: February 12, 2013 Amount; Interest Rate FOR VALUE RECEIVED, the undersigned, On-Air Impact, Inc. (“Maker”), hereby promises to pay to the order of Virginia K. Sourlis (“Holder”), at such address or such other place as designated in writing by the Holder, the principal sum of Eight Thousand DOLLARS ($8,000.00), and interest on the outstanding principal b

February 12, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - CURRENT REPORT

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2013 Commission File No. 333-168413 ON-AIR IMPACT, INC. (Exact name of small business issuer as specified in its charter) Nevada 27-2692640 (State or other Juris

February 12, 2013 EX-10.1

Exchange Agreement, dated February 12, 2013, between On-Air Impact, Inc. and Virginia K. Sourlis

EXHIBIT 10.1 EXCHANGE AGREEMENT THIS AGREEMENT, dated as of February 12, 2013, is entered into by and between ON-AIR IMPACT, INC., (the “Company”) and VIRGINIA K SOURLIS (“SOURLIS”). WITNESSETH: WHEREAS, SOURLIS holds 4,000,000 Series A Convertible Preferred Shares of the Company (“Preferred Shares”); and WHEREAS, SOURLIS is willing to exchange the Preferred Shares for a non-convertible Promissory

January 25, 2013 DEF 14C

-

Schedule 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20459 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [X] Definitive Information Statement ON-AIR IMPACT, IN

January 15, 2013 PRE 14C

-

Schedule 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20459 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive Information Statement ON-AIR IMPACT, IN

January 11, 2013 10-Q

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: November 30, 2012 [ ] TRANSITION REPORT UNDE

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: November 30, 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 speci

December 21, 2012 EX-10.1

ON-AIR IMPACT, INC. SERIES A CONVERTIBLE PREFERRED STOCK SUBSCRIPTION AGREEMENT

Exhibit 10.1 Exhibit 10.1 ON-AIR IMPACT, INC. SERIES A CONVERTIBLE PREFERRED STOCK SUBSCRIPTION AGREEMENT December 18, 2012 SECTION 1. SUBSCRIPTION The undersigned hereby subscribes for an aggregate of FOUR MILLION (4,000,000) shares of Series A Convertible Preferred Stock (“Shares”) of On-Air Impact, Inc., a Nevada corporation (the “Corporation”), and agrees to transfer to the Corporation in cons

December 21, 2012 EX-3.1

Amendment to Articles of Incorporation of On-Air Impact, Inc. re Distribution, filed January 25, 2013 and effective February 14, 2013

Exhibit 3.1 Exhibit 3.1 USE BLACK INK ONLY● DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Designation For Nevada Profit Corporations (Pursuant to NRS 78.1955) 1. Name of corporation: On-Air Impact, Inc. 2. By resolution of the board of directors pursuant to a provision in the articles of incorporation. this certificate establishes the following regarding the voting powers, des

December 21, 2012 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 form8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2012 Commission File No. 333-168413 ON-AIR IMPACT, INC. (Exact name of small business issuer as specified in its charter) Nevada 27-2692640 (State or oth

October 10, 2012 10-Q

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

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 specifi

October 10, 2012 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A [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 UNDE

FORM 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A [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 registr

September 27, 2012 POS AM

-

POS AM 1 forms1a.htm As filed with the Securities and Exchange Commission on September 27, 2012 Registration No. 333-168413 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to the FORM S-1 REGISTRATION UNDER THE SECURITIES ACT OF 1933 ON-AIR IMPACT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction

September 4, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year period ended: May 31, 2012 [ ] TRANSITION REPORT PURSUANT T

FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year period ended: May 31, 2012 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-168413 ON-AIR IMP

August 28, 2012 NT 10-K

- NOTIFICATION OF LATE FILING

Form 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER Washington, D.

April 12, 2012 10-Q

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: February 29, 2012 [ ] TRANSITION REPORT UNDE

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: February 29, 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 speci

January 17, 2012 10-Q

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: November 30, 2011 ¨ TRANSITION REPORT UNDER SE

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: November 30, 2011 ? 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

January 10, 2012 EX-16.1

COMPANY, PA.

EXHIBIT 16.1 BERMAN & COMPANY, PA. Certified Public Accountants and Consultants January 10, 2012 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: On-Air Impact, Inc. File Reference No. 333-168413 We were previously the independent registered public accounting firm for On-Air Impact, Inc. On January 3, 2012, the Company dismissed us as its

January 10, 2012 8-K/A

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant -

FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2012 Commission File No. 333-168413 ON-AIR IMPACT, INC. (Exact name of small business issuer as specified in its charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 27-2692640 (I.R.S. Employer Iden

January 9, 2012 8-K

Changes in Registrant's Certifying Accountant

8-K 1 v2450348k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2012 Commission File No. 333-168413 ON-AIR IMPACT, INC. (Exact name of small business issuer as specified in its charter) Nevada (State or othe

October 21, 2011 10-Q

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, 2011 ¨ TRANSITION REPORT UNDER SECT

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, 2011 ? 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 i

October 17, 2011 8-A12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ON-AIR IMPACT, INC. (Exact name of registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ON-AIR IMPACT, INC.

October 14, 2011 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response .... 2.50 SEC FILE NUMBER 333-168413 (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: August 31, 2011 o Transition Repo

August 29, 2011 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year period ended: May 31, 2011 ¨ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year period ended: May 31, 2011 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-168413 ON-AIR IMPACT, INC. (Exa

July 1, 2011 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2011 Commission File No. 333-168413 ON-AIR IMPACT, INC. (Exact name of small business issuer as specified in its charter) Nevada (State or other Jurisdiction of Incorporation

July 1, 2011 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No.1 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: February 28, 2011 ¨ TRANSITIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No.1 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: February 28, 2011 ¨ 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 regist

June 28, 2011 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2011 Commission File No. 333-168413 ON-AIR IMPACT, INC. (Exact name of small business issuer as specified in its charter) Nevada (State or other Jurisdiction of Incorporation

April 19, 2011 10-Q

UNITED STATES

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: February 28, 2011 ? 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

April 14, 2011 NT 10-Q

NT 10-Q

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 FORM 12b-25 Expires: May 31, 2012 NOTIFICATION OF LATE FILING Estimated average burden hours per response .... 2.50 SEC FILE NUMBER 333-168413 (Check one): || Form 10-K || Form 20-F || Form 11-K |X| Form 10-Q || Form 10-D || Form N-SAR || Form N-CSR For Period Ended: February 28, 2011 || Tran

April 5, 2011 8-K

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2011 Commission File No. 333-168413 ON-AIR IMPACT, INC. (Exact name of small business issuer as specified in its charter) Nevada (State or other Jurisdiction of Incorporatio

March 9, 2011 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2011 Commission File No. 333-168413 ON-AIR IMPACT, INC. (Exact name of small business issuer as specified in its charter) Nevada (State or other Jurisdiction of Incorporation

March 9, 2011 EX-16.1

09 March 2011

Exhibit 16.1 09 March 2011 U.S. Securities and Exchange Commission 100 F Street NE Washington D.C. 20549 Re: On-Air Impact, Inc. Commission File No. 333-168413 Dear Sir/Madam: We have read the statements set forth by On-Air Impact, Inc. (?the ?Company?) in Item 4.01(a) regarding the resignation of Conner & Associates, PC effective on 08 March 2011, as the Company?s independent registered public ac

February 15, 2011 CORRESP

ON-AIR IMPACT, INC. 130 Maple Avenue Suite 6D Red Bank, NJ 07701 Telephone: (732)-530-7300

ON-AIR IMPACT, INC. 130 Maple Avenue Suite 6D Red Bank, NJ 07701 Telephone: (732)-530-7300 VIA EDGAR CORRESPONDENCE February 15, 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. Acceleration Request Registration Statement on Form S-1

February 8, 2011 CORRESP

THE SOURLIS LAW FIRM

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 [email protected] + Licensed in NY # Licensed in DC VIA EDGAR CORRESPONDENCE February 8, 2011 Division of Corporate Finance U.S. Securities an

February 8, 2011 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 5) REGISTRATION UNDER THE SECURITIES ACT OF 1933

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 5) REGISTRATION UNDER THE SECURITIES ACT OF 1933 ON-AIR IMPACT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 8742 (Primary Standard Industrial Classification Code Number) 27-2692640 (I.R.S. Employer Identification Num

January 27, 2011 LETTER

/MW(YPFVZ/-@+`=`K\&`=19CUA%L-Y9.E2 M!!!Q@0/SMA

begin 644 filename1.pdf M)5!$1BTQ+C4-)>+CS],-"CDT(#`@;V)J#3P\+TQI;F5A%LY-"`S M,%TO26YF;R`Y,R`P(%(O3&5N9W1H(#@Q+U!R978@-#(W.3DO4F]O="`Y-2`P M(%(O4VEZ92`Q,C0O5'EP92]84F5F+U=;,2`R(#%=/CYS=')E86T-"FC>8F)D M$&!@8F!:!B08FT!$)I!@ZP.)30(19D""V07$,@(1]B!N#HBE`R)N@G0H`PFN M*)"$"9"X!C2*D>$MD,7`P$@&\9^Q[2M`@`$`4FH+)@T*96YD7!E M+U!A9V4^/@UE;F1O8FH-.3<@,"!O8FH-/#PO1FEL=&5R+T9L871E1&5C;V1E M+T9I:7P%:Q M]-W[D32E"

January 13, 2011 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 4) REGISTRATION UNDER THE SECURITIES ACT OF 1933

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 4) REGISTRATION UNDER THE SECURITIES ACT OF 1933 ON-AIR IMPACT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 8742 (Primary Standard Industrial Classification Code Number) 27-2692640 (I.R.S. Employer Identification Num

January 13, 2011 CORRESP

THE SOURLIS LAW FIRM Securities and Corporate Attorneys

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 [email protected] + Licensed in NY # Licensed in DC VIA EDGAR CORRESPONDENCE January 13, 2011 Division of Corporate Finance U.S. Securities an

January 7, 2011 LETTER

LETTER

begin 644 filename1.pdf M)5!$1BTQ+C0-)>+CS],-"C$Y,B`P(&]B:@T\/"],:6YE87)I>F5D(#$O3"`U M,CF4@,C$V M+U!R978@-#@X-#0O6%)E9E-T;2`Q,#8T+U)O;W0@,3DS(#`@4B]);F9O(#$Y M(#`@4B])1%L\-38Q,C(Q-S0W13(W-$%&-S0S,#8S1D%$,$0U13,U-S`^/#E! M.$8U1#4Q-T)"1#%LR,"`Q M-S)=+T1E8V]D95!AF4@,3DR+U1Y<&4O6%)E9CX^7!E+T-A=&%L;V7!E M+U1R=654>7!E+T9O;G1$97-C%LM M-38X("TS,#<@,C`P,"`Q,#`W72]!7!E M+T9O;G1$97-C.Z9,V?.C'^M6&S[$#JA[8$?<

December 16, 2010 EX-10.1

ON-AIR IMPACT, INC. 130 Maple Avenue, Suite 6D Red Bank, NJ 07701 Telephone (732)-530-7300 Subscription Documents and Procedure

EX-10.1 4 v205731ex10-1.htm ON-AIR IMPACT, INC. 130 Maple Avenue, Suite 6D Red Bank, NJ 07701 Telephone (732)-530-7300 Subscription Documents and Procedure Each prospective investor for the shares of Common Stock of On-Air Impact, Inc. a Nevada corporation (the “Company”), is required to complete, execute and return to the Company the following documents: SUBSCRIPTION AGREEMENT: Please complete al

December 16, 2010 CORRESP

Securities and Corporate Attorneys

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 [email protected] + Licensed in NY # Licensed in DC VIA EDGAR CORRESPONDENCE December 16, 2010 Division of Corporate Finance U.S. Securities a

December 16, 2010 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 3) REGISTRATION UNDER THE SECURITIES ACT OF 1933 ON-AIR IMPACT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other juris

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 3) REGISTRATION UNDER THE SECURITIES ACT OF 1933 ON-AIR IMPACT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 8742 (Primary Standard Industrial Classification Code Number) 27-2692640 (I.R.S. Employer Identification Num

November 17, 2010 LETTER

LETTER

begin 644 filename1.pdf M)5!$1BTQ+C0-)>+CS],-"C,V."`P(&]B:@T\/"],:6YE87)I>F5D(#$O3"`V M-#0S."]/(#,W,2]%(#(X-C$T+TX@-B]4(#4W,#,P+T@@6R`W.3`@,S`T73X^ M#65N9&]B:@T@("`@("`@("`@("`@("`@#0IXF4@,SDR M+U!R978@-3`,4NL+%P'+@].`JXPGN13.<#4.,1;)."008;U`<1!H@P, MI\\S@#W%8`NRD8%ANRZ09@$:N@CN-4D&ACMY0)H1B&0``@P`V6XNY`T*96YD M%LR-B`S-#)=+T1E8V]D95!AF4@,S8X+U1Y<&4O6%)E M9CX^7!E+T-A M=&%L;V7!E+U1R=654>7!E M+T9O;G1

October 28, 2010 CORRESP

Securities and Corporate Attorneys

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 [email protected] + Licensed in NY # Licensed in DC VIA EDGAR CORRESPONDENCE October 28, 2010 Division of Corporate Finance U.S. Securities an

October 28, 2010 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 2 ) REGISTRATION UNDER THE SECURITIES ACT OF 1933

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 2 ) REGISTRATION UNDER THE SECURITIES ACT OF 1933 ON-AIR IMPACT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 8742 (Primary Standard Industrial Classification Code Number) 27-2692640 (I.R.S. Employer Identification Nu

October 8, 2010 LETTER

M:2$3?JA,_(-@CX+L00EA9L>: M+`+BS0"8C((Z/`5,]DE11A<

begin 644 filename1.pdf M)5!$1BTQ+C0-)>+CS],-"C,W.2`P(&]B:@T\/"],:6YE87)I>F5D(#$O3"`V M.3DU-"]/(#,X,B]%(#,W,S`S+TX@-R]4(#8R,S(V+T@@6R`Y,S,@,S0T73X^ M#65N9&]B:@T@("`@("`@("`@("`@("`@#0IX;MTY,.<1V[IJN04VJE&` M4*P1()I12`,D"V:I98!E@/*H#@`"7@:&D[^!M#00RX!%5!GXF!)$&>H:N!ET M&!B,#VC*SA$[H'C@*N,)[@4R#8G,'Y8)+W0XS+3&6-ZV3#D`I^`/@,[U/U" M#`P/!G`@<%@"\1\#`RGU($T"P.#F`;%LR,R`S-39=+T1E8V]D95!A MF4@,S<&4O M6%)E

September 21, 2010 CORRESP

THE SOURLIS LAW FIRM Securities and Corporate Attorneys

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 [email protected] + Licensed in NY # Licensed in DC VIA EDGAR CORRESPONDENCE September 21, 2010 Division of Corporate Finance U.S. Securities

September 21, 2010 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 1) REGISTRATION UNDER THE SECURITIES ACT OF 1933

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 1) REGISTRATION UNDER THE SECURITIES ACT OF 1933 ON-AIR IMPACT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 8742 (Primary Standard Industrial Classification Code Number) 27-2692640 (I.R.S. Employer Identification Num

August 27, 2010 LETTER

&$[6H"?09Q8A7?R*-)@%_DB^SPT/_VQU0$PRY*C9(;CS?(:G3'1C^ M]6=BG43QJ)=EG7".MD67'#

begin 644 filename1.pdf M)5!$1BTQ+C0-)>+CS],-"C4R,2`P(&]B:@T\/"],:6YE87)I>F5D(#$O3"`X M,C,R-R]/(#4R-"]%(#(X,S8R+TX@,3$O5"`W,[email protected]]((%L@.#$Q(#,W,%T^ M/@UE;F1O8FH-("`@("`@("`@("`@("`@#0IX#Z`N%#9H.Z0QI0'XVAG<9\Z< M?0"N)TUX%O-BTSK=PAE^&7Q=SV/KC/F8'>>]1'$;>\Y5.Q08@-2LO"Q04.) MY7K)%N:%9RO.*,CR98M\G.%1G#W]T760*8(B'F#3.CK`/(F.!@8&1@D0&\A@ MX(`RP"*"((8@D*6DU-&!U85`6HR!X?(I("T*Q-)@DU49^)@21!5J@;(Z#!N, M#W`P

July 30, 2010 EX-3.1.1

Supplement to the Articles of Incorporation of On-Air Impact, Inc.

SUPPLEMENT TO THE INITIAL ARTICLES OF INCORPORATION OF ON-AIR IMPACT, INC. The undersigned natural persons acting as incorporators of a corporation (the "Corporation") under the provisions of Chapter 78 of the Nevada Revised Statutes, adopts the following Articles of Incorporation. ARTICLE 1 NAME The name of the Corporation is On-Air Impact, Inc. ARTICLE 2 PURPOSE The Corporation shall have the pu

July 30, 2010 EX-3.1

Articles of Incorporation of On-Air Impact, Inc.

July 30, 2010 S-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION UNDER THE SECURITIES ACT OF 1933

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION UNDER THE SECURITIES ACT OF 1933 ON-AIR IMPACT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 8742 (Primary Standard Industrial Classification Code Number) 27-2692640 (I.R.S. Employer Identification Number) 130 Maple Avenu

July 30, 2010 EX-3.2

BY-LAWS ON-AIR IMPACT, INC. ARTICLE I

EX-3.2 12 v191950ex3-2.htm BY-LAWS OF ON-AIR IMPACT, INC. ARTICLE I Offices The registered office of On-Air Impact, Inc. (the “Corporation”) shall be in the State of Nevada. The Corporation also may have offices at such other places, within or without the State of Nevada, as the Board of Directors (the “Board”) determines from time to time or the business of the Corporation requires. ARTICLE II Me

July 30, 2010 EX-14.1

CODE OF ETHICS FOR PRINCIPAL OFFICERS AND DIRECTORS ON-AIR IMPACT, INC.

ON-AIR IMPACT, INC. Code of Ethics For Principal Officers and Directors [Pick the date] CODE OF ETHICS FOR PRINCIPAL OFFICERS AND DIRECTORS OF ON-AIR IMPACT, INC. It is the policy of On-Air Impact, Inc., a Nevada corporation (the ?Company?) that all members of the Board of Directors (individually, a ?Director? and collectively, the ?Directors?) and the principal executive officer, executive office

July 30, 2010 EX-14.2

CODE OF BUSINESS CONDUCT ON-AIR IMPACT, INC.

ON-AIR IMPACT, INC. Code of Business Conduct CODE OF BUSINESS CONDUCT OF ON-AIR IMPACT, INC. INTRODUCTION ON-AIR IMPACT, INC., a Nevada corporation, (the “Company”) has a commitment to moral conduct, to ethical behavior and to operating within the letter and spirit of the law. This Code is designed to promote honest, ethical and lawful conduct by all employees, officers and directors of the Compan

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