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 :   January 27, 2014


EYE ON MEDIA NETWORK, INC.

(Exact name of Registrant as specified in Its Charter)


Florida

(State or Other Jurisdiction of Incorporation)


000-55035

(Commission File Number)


46-3390293

(IRS Employer Identification No.)


1500 NW 65 th Avenue, Plantation, Florida 33313

(Address of Principal Executive Offices and Zip Code)


(954) 370-9900

(Registrant’s Telephone Number, Including Area Code)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


[__]

Written communications pursuant to Rule 425 under the Securities Act

(17 CFR 230.425)


[__]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

(17 CFR 240.14a-12)


[__]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


[__]

Pre-commencement to medications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)







FORWARD LOOKING STATEMENTS


This Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, Registrant’s management as well as estimates and assumptions made by Registrant’s management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to Registrant or Registrant’s management identify forward looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to Registrant’s industry, Registrant’s operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

 

Although Registrant believes that the expectations reflected in the forward looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.


Section 2 – Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets.


On January 22, 2014, the Company entered into Share Exchange Agreements (collectively referred to as the “Exchange Agreement”) with the thirty-eight (38) shareholders (“Shareholders”) of Eye On South Florida, Inc. (“EOSF”).  Pursuant to the Exchange Agreement, the Shareholders agreed to exchange each of their shares of EOSF common stock (the “Target Shares”) for one (1) share of restricted common stock of the Company.  The Shareholders are all friends, business associates or family members of our sole officer and director, Jack Namer.  Each Shareholder is a sophisticated investor and was a founding member of EOSF. A representative sample of the Exchange Agreement is attached hereto as an exhibit.


Consideration for the Exchange Agreement consisted of one share of restricted common stock of the Company for each Target Share tendered by the Shareholders in the exchange.  A total of 24,690,000 shares of restricted Company common stock were issued to forty (40) Shareholders for the Target Shares. The receipt of the Target Shares was determined by the Company Board of Directors to constitute adequate consideration for issuance of the Company common stock as a result of the value of the assets of EOSF.


Item 2.01(f) Form 10 Information


Business


(a)

Business Development


Eye On Media Network, Inc. (“we”, “us”, “our”, or the “Company”) was incorporated in the State of Florida on August 2, 2013.  Since inception on August 2, 2013, the Company has been engaged in organizational efforts and obtaining initial financing.  The Company was formed as a vehicle to pursue a business combination and had made no efforts to identify a possible business combination.  The business purpose of the Company has been to seek the acquisition of or merger with, and existing company.  The Company selected August 31 as its fiscal year end.  We are a reporting company and file all reports required under sections 13 and 15d of the Exchange Act.


(b)

Implications of Being an Emerging Growth Company


We qualify as an emerging growth company as that term is used in the Jumpstart Our Business Startups Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions included:


(i)

A requirement to have only two years of audited financial statements and only two years of related Management Discussion & Analysis disclosures;

(ii)

Exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002;

(iii)

Reduced disclosure about the emerging growth company’s executive compensation arrangements; and

(iv)

No non-binding advisory votes on executive compensation or golden parachute arrangements.


We have already taken advantage of these reduced reporting burdens, which are also available to us as a smaller reporting company as defined under Rule 12b-2of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).


 

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for





complying with new or revised accounting standards.  We are choosing to utilize the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act.  This election allows our Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.


We could remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) which issued more than $1 billion in non-convertible debt during the preceding three-year period.


(c)

Business of Issuer


As of August 31, 2013, the Company, based on proposed business activities, was a “blank check” company.  The U.S. Securities and Exchange Commission (the “SEC”) defines those companies as “any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies.”  Under SEC Rule 12b-2 under the Exchange Act, the Company also qualified as a “shell company,” because it had no or nominal assets (other than cash) and no or nominal operations.  Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions.


The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation.  As of August 31, 2013, the Company had not entered into any definitive agreement with any party, nor had there been any specific discussions with any potential business combination candidate regarding business opportunities for the Company.  On January 22, 2014, the Company entered into Share Exchange Agreements (collectively referred to as the “Exchange Agreement”) with the shareholders (“Shareholders”) of Eye On South Florida, Inc. (“EOSF”).  Pursuant to the Exchange Agreement, the Shareholders agreed to exchange each of their shares of EOSF common stock (the “Target Shares”) for one (1) share of restricted common stock of the Company.  The Shareholders are all friends, business associates or family members of our sole officer and director, Jack Namer.  Each Shareholder is a sophisticated investor and was a founding member of EOSF. A representative sample of the Exchange Agreement is attached hereto as an exhibit.  As of the consummation of the Exchange Agreements, EOSF became a wholly-owned subsidiary of the Company. Our principal business activities will now occur through our operation of EOSF.


Consideration for the Exchange Agreement consisted of one share of restricted common stock of the Company for each Target Share tendered by the Shareholders in the exchange.  A total of 24,690,000 shares of restricted Company common stock were issued to forty (40) Shareholders for the Target Shares. The receipt of the Target Shares was determined by the Company Board of Directors to constitute adequate consideration for issuance of the Company common stock as a result of the value of the assets of EOSF.


Description of Business, Principal Products, Services


EOSF is actively engaged in the acquisition, development, production and distribution of television and multi-media programming content that is for the people and by the people, thus giving a voice back to communities with good news and entertainment that is conducive to society. Once the Company “green lights” a production, the business aggressively produces, distributes, and markets the content to the general public in each target area, utilizing proprietary technology, to deliver content to tens of millions of viewers through all communication mediums from our multi-tiered platforms, located in South Florida.


EOSF will endeavor earn income from commercial productions, event planners, corporate videos, infomercials, public announcements, pay-per-view live broadcasted transmissions and advertisers, desiring to promote their productions, events and brands alongside the various distribution mediums, whereby content is being aired and/or shared via any and all mediums that the network controls. In addition, the Company will seek to generate income from other production companies and/or television networks that request on-site filming and or our original feeds with the use of our proprietary communication technology and equipment, especially when it comes to the type of “feel good” programming and transmission that we produce and their stations want, due to the type of news and entertainment in the community that we promote, which they don’t, such as what Eye On South Florida has been doing to assist and provide valuable airtime pro-bono to non-profit organizations with sponsored ads, in order to promote their fund raising events for important causes in the community.


The EOSF Network intends to produce and distribute original news as it unfolds, along with live and live on tape entertainment programming specials and content that delivers what main stream does not, to include informative educational programming for people of all ages in the community, by way of all its vertically integrated communication mediums. Other sources of revenue such as proprietary branded merchandising and/or licensing fees derived from sharing original programming content with other affiliate TV and Satellite stations are being considered.



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EOSF distribution platforms include conventional network television, over the air digital, cable television, as well as satellite, presently covering 98% of the populated world. Our technology of simulcasting, delivers content to all mediums, e.g.: web, mobile phones, tablets and any smart device with 4G or wireless connectivity, thus providing a wide array of original content programming, news, marketing merchandising, advertising and distribution.


Each EOSF medium will have its own advertising rates and revenue models, depending on the production clients’ and advertisers’ preferred demographics and target markets. In addition, EOSF will seek to receive licensure fees from the use of any proprietary technology that is sub-contracted under a co-production agreement, coupled with ongoing royalties from original programming and merchandising that the network negotiates and sells via any and all mediums that the network controls. Pay-Per-View, live streaming productions are another potential source of revenue for EOSF and each transmission, utilizing all of our proprietary tools and solutions that will be marketed and promoted for optimum results.


The EOSF television and multi-media content development and production slate will be financed by the revenues derived from its own media content, commercial production services, advertiser’s revenues, licensing fees and distribution capabilities. Additional revenue will be derived through selling programming and developing quality productions whether originally produced, or co-produced with other producers and clients interested in producing their own content for distribution in any of the EOSF Television & Multi-Media mediums that the Network controls.


The business will develop programming and we believe it will provide all of the necessary capital for the development of these projects. Upon receiving the necessary capital, the business will be able to operate at the current demand level as well as continue to produce programming, according to comprehensive budgets and be able to solicit advertisers to participate in versatile mediums in return for multiple revenue streams.  Each production, whether consisting of commercials or programming of any kind, will be subject to a separate budget. Each production will leverage this business value and generate more capital for ongoing operations of the Company.


EOSF management wants to ensure that it develops the proper content for the proper advertisers and distribution channels, before it heavily engages in the production of original programming for this business. In the meantime, the EOSF Network is currently airing content 24/7 in all of the channels that the Network currently controls including, but not limited to, archiving community news and entertainment within its www.eyeonsouthflorida.com Internet portal, hence generating unprecedented viewers from the world wide web, while promoting the brand and the advertisers whom have already entrusted us to promote their brands alongside the EOSF Network.


Distribution Methods Of The Products and Services


We are currently distributing our products and services via television in high profile DMA’s that are already allocated to reach 22.5 million households, as well as internet and various other delivery mechanisms and portals.


Competitive Business Conditions And The Smaller Reporting Company’s Competitive Position In The Industry And Methods Of Competition


We believe that our competitors usually give people in the communities programming which is of negative impact and which does not engage them. Few channels cover the positive things that the community is doing to help the less fortunate, or even to help themselves. Cable Networks specialize in specific genres and usually have great overheads and liabilities to contend with, in order to fulfill their programming agendas, while meeting the demands of advertisers. Additionally, most of the current news media networks show bias for one side or the other, whether it is the liberal point of view or the conservative point of view. Our goal is to serve all sides of the equation with equal opportunity news and entertainment programming for all opinions and voices in each community that we reach.


EOSF wants to cover and promote up-lifting and empowering content, as well as promote proactive safety matters and public announcements. In each market, there are different needs in the community and the people and their issues have a right to be heard! The essence of EOSF Network is to bring people together that is by them and for them.


The use of proprietary software technology provides EOSF many solutions when it comes to attracting viewers to watch its TV stations, live streaming programming, smart device promotions and/or to engage in its website portals that promote their EYE On Network content. For example www.eyeonsouthflorida.com delivers simultaneous live streaming in between live events and makes it possible for vast amounts of traffic to be generated, long after the events are archived on the websites.


EOSF is currently positioned in South Florida as a leader in their genre, as they continue to be the voice of the people, giving them back what they want and need in their communities. The EYE On brand will continue to offer non-profit organizations and their sponsored advertisers a medium from which to promote their production events. Sponsored brands can broaden their audience, especially during live streaming events, which are open to hundreds of millions of viewers from the World Wide Web. News like this does not get around to mainstream media, but at EOSF it does matter and it will always matter because



4





it is what we do! We have no direct competition with the type of alternative programming we produce, benefiting the community and non-profit organizations. As a matter of fact, other main stream media networks have been coming to us to re-broadcast our content on their networks, because they now started to see the importance of what we are doing and more important how the community has reacted!


In the end, it is all about marketing and how one goes about promoting the EOSF Network and the content that is being communicated to the people. In that arena, we are equipped with the best talent and most reliable communications mediums and technology in today’s market.


Our strategy is to be a resource for other media networks to continue to approach our organization, as a source of content for their programming. We will accomplish this by making sure that we are on the cutting edge of communication, community news and entertainment and new technology. Our platform is designed to give the advertisers multiple ways and methods to broadcast their commercial messages and promote their brands to a wide audience with ease and efficiency, which translates into a time saving and more cost efficient method of producing and distributing commercial advertising and content to all the targeted people, places and even things, which will equate to a better ROI. Note: Millions of dollars are spent each year serving the multi-cultured and diverse South Florida market.


Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements Or Labor Contracts, Including Duration


As EOSF develops its programming property portfolio, management fully intends to license and develop strategic relationships with affiliate networks and or satellite cable networks that desire to participate in licensing EOSF’s slate of original programming. If our marketing campaigns are successful, we will be able to offer licensing of our trademarked and copyright protected proprietary works, to include new and innovative communication platforms designed to distribute content by way of versatile and vertically integrated mediums as described herein as a part of this business plan to other Networks and communication and technology service providers worldwide. Said proprietary works will be made available to other businesses and as such the fees and licensing percentages will greatly increase our profitability.


Number Of Total Employees And Number Of Full-Time Employees


At this time, the Company has five part-time contracted employees.

Risk Factors.


Because we are a Smaller Reporting Company, we are not required to provide the information required by this item.


Financial Information


Management’s Discussion And Analysis Of Financial Condition And Results Of Operations


Results of Operations for three months ended November 30, 2013


Revenues


Total Revenue.  Total revenues for the three months ended November 30, 2013 were $-0-.


Expenses


Total Expenses.  Total expenses for the three months ended November 30, 2013 were $6,030.  Total expenses consisted of professional fees of $6,000 and general and administrative expenses of $30.  Total expenses were the result of operations.


Financial Condition


Total Assets.  Total assets at November 30, 2013 were $2,470.  Total assets consist of cash of $2,470.   


Total Liabilities.  Total liabilities at November 30, 2013 were $6,000.  Total liabilities consist of related party loans of $6,000.  


Liquidity and Capital Resources


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business.  




5





The Company sustained a loss for the three months ended November 30, 2013 of $6,030.  The Company has an accumulated loss of $6,530 during the development stage, August 2, 2013 (date of inception) through November 30, 2013.  Because of the absence of positive cash flows from operations, the Company will require additional funding for continuing the development and marketing of products. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.


We are presently able to meet our obligations as they come due.  At November 30, 2013 we had working capital deficit of $6,030.  Our working capital deficit is due to the results of operations.


Net cash used in operating activities for the three months ended November 30, 2013 was ($3,030).  Net cash used in operating activities for the development stage August 2, 2013 (date of inception) through November 30, 2013 was ($6,530).  Net cash used in operating activities includes our net loss, accounts payable, prepaid expense, accrued salaries and accrued interest.  


Net cash used in investing activities for the three months ended November 30, 2013 was $0.  Net cash used in investing activities for the development stage August 2, 2013 (date of inception) through November 30, 2013 was $0.  


Net cash provided by financing activities for the three months ended November 30, 2013 was $3,000.  Net cash provided by financing activities for the development stage August 2, 2013 (date of inception) through November 30, 2013 was $9,000.  Net cash provided by financing activities includes the issuance of common stock for $3,000 and proceeds from notes payable- related party of $6,000.


We anticipate that our future liquidity requirements will arise from the need to fund our growth from operations, pay current obligations and future capital expenditures. The primary sources of funding for such requirements are expected to be cash generated from operations and raising additional funds from the private sources and/or debt financing.  However, we can provide no assurances that we will be able to generate sufficient cash flow from operations and/or obtain additional financing on terms satisfactory to us, if at all, to remain a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis and ultimately to attain profitability.  Our Plan of Operation for the next twelve months is to raise capital to continue to expand our operations. Although we are not presently engaged in any capital raising activities, we anticipate that we may engage in one or more private offering of our company’s securities after the completion of this offering.  We would most likely rely upon the transaction exemptions from registration provided by Regulation D, Rule 506 or conduct another private offering under Section 4(2) of the Securities Act of 1933.  See “Note 2 – Going Concern” in our financial statements for additional information as to the possibility that we may not be able to continue as a “going concern.”


We have no known demands or commitments and are not aware of any events or uncertainties that will result in or that are reasonably likely to materially increase or decrease our current liquidity.


We are not aware of any trends or known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in material increases or decreases in liquidity.



Results of Operations for the development stage, August 2, 2013 (date of inception) through August 31, 2013.


The Company was organized as of August 2, 2013.  Due to the limited operations and the date of inception of August 2, 2013, the results of operations for the year ended August 31, 2013 are not comparable to a prior period.


Revenues.


Total Revenue.  Total revenues for the development stage August 2, 2013 (date of inception) through August 31, 2013 were $-0-.


Operating Expenses.


Total Operating Expenses.  Total operating expenses for the development stage August 2, 2013 (date of inception) through August 31, 2013 were $500.  Total operating expenses consisted of professional fees of $500.


Financial Condition.


Total Assets.  Total assets at August 31, 2013 were $5,500.  Total assets consist of cash in the amount of $2,500 and prepaid expenses of $3,000.  




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Total Liabilities.  Total liabilities at August 31, 2013 were $3,000.  Total liabilities consist of a related party loan of $3,000.


Liquidity and Capital Resources.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business.  


The Company sustained a loss of $500 for the year ended August 31, 2013.    Because of the absence of positive cash flows from operations, the Company will require additional funding for continuing the development and marketing of products. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.


We are presently able to meet our obligations as they come due.  At August 31, 2013 we had a working capital deficit of $500.  Our working capital deficit is due to the results of operations.


Net cash used in operating activities for the development stage August 2, 2013 (date of inception) through August 31, 2013 was ($3,500).    Net cash used in operating activities includes our net income (loss) and accrued expenses.  


Net cash provided by financing activities for the development stage August 2, 2013 (date of inception) through August 31, 2013 was $6,000.  Net cash provided by financing activities includes the proceeds from stock sales of $3,000 and a related party loan of $3,000.


Capital Resources.

We had no material commitments for capital expenditures as of November 30, 2013.


Off-Balance Sheet Arrangements


We have made no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.


Subsequent Events.


On January 22, 2014, the Company entered into Share Exchange Agreements (collectively referred to as the “Exchange Agreement”) with the shareholders (“Shareholders”) of Eye On South Florida, Inc. (“EOSF”).  Pursuant to the Exchange Agreement, the Shareholders agreed to exchange each of their shares of EOSF common stock (the “Target Shares”) for one (1) share of restricted common stock of the Company.  The Shareholders are all friends, business associates or family members of our sole officer and director, Jack Namer.  Each Shareholder is a sophisticated investor and was a founding member of EOSF. A representative sample of the Exchange Agreement is attached hereto as an exhibit.


Consideration for the Exchange Agreement consisted of one share of restricted common stock of the Company for each Target Share tendered by the Shareholders in the exchange.  A total of 24,690,000 shares of restricted Company common stock were issued to forty (40) Shareholders for the Target Shares. The receipt of the Target Shares was determined by the Company Board of Directors to constitute adequate consideration for issuance of the Company common stock as a result of the value of the assets of EOSF.


The aforementioned shares were issued pursuant to an exemption from registration at Section 4(2) of the Securities Act of 1933.  These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance of shares by us did not involve a public offering.  The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered.  We did not undertake an offering in which we sold a high number of shares to a high number of investors.  In addition, these shareholders had necessary investment intent as required by Section 4(2) since they agreed to receive shares certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Act.  This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.”  Based on an analysis of the above factors, we believe we have met the requirements to qualify for exemption under section 4(2) of the Securities Act of 1933 for this transaction.








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Properties.


We neither rent nor own any properties. We utilize the office space and equipment of our management at no cost. Management estimates such amounts to be immaterial. We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.


Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of January 22, 2014, the number of shares of common stock owned of record and beneficially by our executive officers, directors and persons who beneficially own more than 5% of the outstanding shares of our common stock.


Name and Address of Beneficial Owner

Amount and Nature of

Beneficial Ownership

Percentage of Class

Jack Namer (1)                                                                        

1500 NW 65 th Ave.

Plantation, FL 33313

11,000,000

48.74%

Amy Nalewaik                                                                        

1500 NW 65 th Ave.

Plantation, FL 33313

10,000,000

44.31%

 

 

 


(1) Jack Namer is our Chief Executive Officer and the sole director for our Company.


The following table sets forth, as of January 22, 2014, the number of shares of common stock owned of record and beneficially by our executive officers, directors and persons who beneficially own more than 5% of the outstanding shares of our Series “A” Convertible Preferred Stock.


Name and Address of Beneficial Owner

Amount and Nature of

Beneficial Ownership

Percentage of Class

Jack Namer (1)                                                                        

1500 NW 65 th Ave.

Plantation, FL 33313

50,000,000

100%


(1) Jack Namer is our Chief Executive Officer and the sole director for our Company.

The Series “A” Convertible Preferred Stock has 15 votes per share and is convertible into 10 shares of our common stock at the election of the shareholder.


Directors and Executive Officers.


Identification of Directors and Executive Officers.


Our officers and directions and additional information concerning them are as follows:


Name

Age

Position

Jack Namer (1)

63

President, Chief Executive Officer, Treasurer, Secretary, Principal Executive Officer and Principal Accounting Officer, Director (1)

(1) Jack Namer will serve as a director until the next annual shareholder meeting.

Jack Namer, President, Chief Executive Officer, Treasurer, Secretary, Principal Executive Officer, Principal Accounting Officer and Director.


From 2011 through the present, Mr. Jack Namer has been the Chief Executive Officer for Eye On South Florida.com, which was incorporated as Eye On South Florida, Inc. in January 2013. Mr. Namer has been responsible for the development from inception of a concept for the real-time broadcast quality delivery via the Internet and all existing smart devices. He also has been



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engaged in arranging and delivering low-power television transmission of current events for non-profit entities and organizations. These events include black-tie fundraising events, press conferences and the like.  Mr. Namer intends to use his past experience in the television marketplace for developing content on a national basis for all affinity groups to facilitate delivery of their respective messages.


From 2006 through 2011, Mr. Namer was employed as the Chief Executive Officer for BlackBook2.com, LLC in Fort Lauderdale Florida.  Mr. Namer developed and implemented the Internet portal for BlackBook2.com.  His responsibilities with the company included portal development and pricing; development of website coding and e-commerce techniques; negotiating contracts with advertisers; negotiating strategic contracts with various high-profile Internet search engines to drive viewers to the company portal; and negotiating stock-purchase acquisitions of various telecommunications companies. Mr. Namer sold the controlling interest of BlackBook2.com, Inc. to a public company in May 2011.


Throughout Mr. Namer’s business career, he has been substantially involved in mergers and acquisitions involving various companies with which he has been associated.  As a result of this vast business experience spanning in excess of 25 years, we believe that Mr. Namer is very well suited to assist our Company in locating a merger or acquisition candidate and serve as the Chief Executive Officer for our Company and consummating a business transaction for the benefit of our Company and its shareholders.


Significant Employees.  None.


Family Relationships.  None.


Involvement in Certain Legal Proceedings. There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders of decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of Registrant during the past ten years.


The Board of Directors acts as the Audit Committee, and the Board has no separates committees.  The Company has no qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such expert.  The Company intends to continue to search for a qualified individual for hire.


Executive Compensation

The following table sets forth information concerning the annual and long-term compensation of our Chief Executive Officer, and the executive officers who served at the end of the period April 30, 2013, for services rendered in all capacities to us.  The listed individuals shall hereinafter be referred to as the “Named Executive Officers.”  Currently, we have no employment agreements with any of our Directors or Officers.  All of our directors are unpaid.  Compensation for the future will be determined when and if additional funding is obtained.

Summary Compensation Table - Officers

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)


(i)

(j)

 

 

Salary

Bonus

Stock

Awards

Option

Awards

Non-equity

Incentive plan

Compensation

Change in Pension Value

And Nonqualified

Deferred compensation earnings

All other

Compensation

Total

Name and principal position (1)

Year

($)

($)

($)

($)

($)

($)

($)

($)

Jack Namer, President, CEO

2013

-0-

-0-

-0-

-0-

-0-

-0-


-0-

-0-

 

 

 

 

 

 

 

 

 

 











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Director Compensation


(a)

(b)

(c)

(d)

(e)

(f)

(g)(2)

(h)

 

Fees Earned or Paid in Cash

Stock Awards

Option Award(s)

Non-Equity Incentive Plan Compensation

Change in Pension Value and Nonqualified Deferred Compensation Earnings

All Other Compensation

Total

Name and principal position (1)

($)

($)

($)


($)


($)


($)

($)

Jack Namer, President, CEO

-0-

-0-

-0-

-0-

-0-


-0-

-0-

 

 

 

 

 

 

 

 


The Company’s sole officer and director has not received any cash or non-cash remuneration since inception. He will not receive any remuneration until the consummation of an acquisition.  No remuneration of any nature has been paid for on account of services rendered by a director in such capacity.


No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.


There are no understandings or agreements regarding compensation our management will receive after a business combination that is required to be included in this table, or otherwise.


Compensation Committee Interlocks and Insider Participation

Currently, our Board of Directors consists of Mr. Jack Namer. We are not actively seeking additional board members at this time.  At present, the Board of Directors has not established any committees.


Certain Relationships and Related Transactions, and Director Independence


We utilize the office space and equipment of our management at no cost.


On August 7, 2013, 1,000,000 shares were issued to Jack Namer, our sole officer and director.


The main shareholder (our sole officer and director) has advanced funds ($3,000) for prepaid accounting and legal fees.  These amounts are recorded as shareholder loans.  There are no terms or interest on these short-term advances.


Except as set forth above, there have been no related party transactions, or any other transactions or relationships required to be disclosed.


We have not:


·

Established our own definition for determining whether our director or nominees for directors are “independent” nor has it adopted any other standard of independence employed by any national securities exchange or inter-dealer quotation system, though our current director would not be deemed to be “independent” under any applicable definition given that he is an officer of the company; nor,


·

Established any committees of the Board of Directors.



Given the nature of our company, its limited shareholder base and the current composition of management, the Board of Directors does not believe that we require any corporate governance committees at this time.


Legal Proceedings


Presently, there are not any material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.




10





Market Price and Dividends on the Registrant’s Common Equity and Related Stockholder Matters


(a)  Market information


Our Common Stock is not listed or trading on any stock exchange.


(b) Holders


As of January 22, 2014, there are forty (40) holders of an aggregate of 24,690,000 shares of our Common Stock issued and outstanding.


(c)

Dividends.


We have not paid any cash dividends to date and do not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of the Company’s business.


Recent Sale of Unregistered Securities


On August 7, 2013, 1,000,000 shares each were issued to Jack Namer, James Fish and Newton Berwig for cash consideration of $1,000.00 each for an aggregate amount of $3,000.00.  Such shares were issued pursuant to an exemption from registration in Section 4(2) of the Securities Act of 1933.  These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance of shares by us did not involve a public offering.  The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered.  We did not undertake an offering in which we sold a high number of shares to a high number of investors.  In addition, these shareholders had necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Act.  This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.”  Based on an analysis of the above factors, we have met the requirements to qualify for exemption under section 4(2) of the Securities Act of 1933 for this transaction.


On January 22, 2014, the Company entered into Share Exchange Agreements (collectively referred to as the “Exchange Agreement”) with the shareholders (“Shareholders”) of Eye On South Florida, Inc. (“EOSF”).  Pursuant to the Exchange Agreement, the Shareholders agreed to exchange each of their shares of EOSF common stock (the “Target Shares”) for one (1) share of restricted common stock of the Company.  The Shareholders are all friends, business associates or family members of our sole officer and director, Jack Namer.  Each Shareholder is a sophisticated investor and was a founding member of EOSF. A representative sample of the Exchange Agreement is attached hereto as an exhibit.


Consideration for the Exchange Agreement consisted of one share of restricted common stock of the Company for each Target Share tendered by the Shareholders in the exchange.  A total of 24,690,000 shares of restricted Company common stock were issued to forty (40) Shareholders for the Target Shares. The receipt of the Target Shares was determined by the Company Board of Directors to constitute adequate consideration for issuance of the Company common stock as a result of the value of the assets of EOSF.


The aforementioned shares were issued pursuant to an exemption from registration at Section 4(2) of the Securities Act of 1933.  These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance of shares by us did not involve a public offering.  The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered.  We did not undertake an offering in which we sold a high number of shares to a high number of investors.  In addition, these shareholders had necessary investment intent as required by Section 4(2) since they agreed to receive shares certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Act.  This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.”  Based on an analysis of the above factors, we believe we have met the requirements to qualify for exemption under section 4(2) of the Securities Act of 1933 for this transaction.


Description of Registrant’s Securities to be Registered


(a)  Common and Preferred Stock.


We are authorized by our Certificate of Incorporation to issue an aggregate of 1,650,000,000 shares of capital stock, of which 900,000,000 are shares of common stock, par value $0.001 per share (the “Common Stock”) and 750,000,000 are shares of preferred stock, par value $0.001 per share (the “Preferred Stock”).  As of January 22, 2014, 24,690,000 shares of Common Stock and 50,000,000 shares of Preferred Stock were issued and outstanding.




11





Common Stock


All outstanding shares of Common Stock are of the same class and have equal rights and attributes. The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the Company.  All stockholders are entitled to share equally dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available.  In the event of liquidation, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities.  The stockholders do not have cumulative or preemptive rights.


Preferred Stock


Our Certificate of Incorporation authorizes the issuances of up to 750,000,000 shares of Preferred Stock with designations, rights and preferences determined from time to time by its Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue Preferred Stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the Common Stock.  In the event of issuance, the Preferred Stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company.  As of January 22, 2014, 50,000,000 shares of Preferred Stock were issued and outstanding.


(b) Debt Securities.


None.


(c) Other Securities To Be Registered.


None.


Indemnification of Directors and Officers


Our sole director and officer is indemnified as provided by the Florida corporate law and our Bylaws.  We have agreed to indemnify all of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933.  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the adjudication of such issue.


We have been advised that in the opinion of the Securities Exchange Commission indemnification for liabilities arising under the Securities Act against public policy as expressed in the Securities Act, and is, therefore, unenforceable.   In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit question of whether such indemnification is against public policy to a court of appropriate jurisdiction.  We will then be governed by the court’s decision.


Financial Statements and Supplementary Data


Pro-forma financial statements are included herewith as Exhibit 99.


Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


We have not had any disagreements on accounting and financial disclosure with our accounting firm since our inception in August 2013.


Section 3 – Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities.


On January 22, 2014, the Company entered into Share Exchange Agreements (collectively referred to as the “Exchange Agreement”) with the shareholders (“Shareholders”) of Eye On South Florida, Inc. (“EOSF”).  Pursuant to the Exchange Agreement, the Shareholders agreed to exchange each of their shares of EOSF common stock (the “Target Shares”) for one (1) share of restricted common stock of the Company.  The Shareholders are all friends, business associates or family members of our sole officer and director, Jack Namer.  Each Shareholder is a sophisticated investor and was a founding member of EOSF. A representative sample of the Exchange Agreement is attached hereto as an exhibit.



12






Consideration for the Exchange Agreement consisted of one share of restricted common stock of the Company for each Target Share tendered by the Shareholders in the exchange.  A total of 24,690,000 shares of restricted Company common stock were issued to forty (40) Shareholders for the Target Shares. The receipt of the Target Shares was determined by the Company Board of Directors to constitute adequate consideration for issuance of the Company common stock as a result of the value of the assets of EOSF.


The aforementioned shares were issued pursuant to an exemption from registration at Section 4(2) of the Securities Act of 1933.  These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance of shares by us did not involve a public offering.  The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered.  We did not undertake an offering in which we sold a high number of shares to a high number of investors.  In addition, these shareholders had necessary investment intent as required by Section 4(2) since they agreed to receive shares certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Act.  This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.”  Based on an analysis of the above factors, we believe we have met the requirements to qualify for exemption under section 4(2) of the Securities Act of 1933 for this transaction.


Section 5 – Corporate Governance and Management

Item 5.06 Changes in Shell Company Status.


As a result of the execution of the Exchange Agreements with Shareholders and the resulting acquisition of Eye On South Florida, Inc., including its assets, the Company has completed a reorganization transaction that had the effect of causing it to cease being a shell company as defined in Securities and Exchange Commission Rule 12b-2.


Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.


(a)

Financial Statements of Business Acquired.


The audited financial statements for Eye On South Florida, Inc. for the fiscal year ended August 31, 2013 are filed as Exhibit 99.1 to this current report and are incorporated herein by reference.


The unaudited financial statements for Eye On South Florida, Inc. for the nine months ended November 30, 2013 are filed as Exhibit 99.2 to this current report and are incorporated herein by reference.


(b)

Pro Forma Financial Information.


The following pro forma balance sheets have been derived from the balance sheets of Eye On Network Media, Inc. at August 31, 2013 and November 30, 2013, and adjust such information to give the effect of the acquisition of Eye On South Florida, Inc. as if it would have existed on both August 31, 2013 and November 30, 2013.  The following pro forma statements of operations have been derived from the income statement of Eye On Network Media, Inc. at August 31, 2013 and November 30, 2013and adjust such information to give the effect that the acquisition by Eye On South Florida, Inc. as if it would have existed on both August 31, 2013 and November 30, 2013. The pro forma balance sheets and statements of operations are presented for informational purposes only and do not purport to be indicative of the financial condition that would have resulted if the acquisition had been consummated on those historical dates.


(c)

Shell Company Transactions


Reference is made to Items 9.01(a) and 9.01(b) and the exhibits referred to therein which are incorporated herein by reference.


(d)

Exhibits


Exhibit No.

Description


10.1

Share Exchange Agreement

21.1

Subsidiaries of the Registrant

99.1

Audited Financial Statements for Eye On South Florida, Inc. for the year ended August 31, 2013

99.2

Unaudited Financial Statements for Eye On South Florida, Inc. for the nine months ended

November 30, 2013

99.3

Pro Forma Financial Statements




13







SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

  EYE ON NETWORK MEDIA, INC.

 

 

Dated:  January 27, 2014

/s/ Jack Namer

 

Jack Namer,

 

Chief Executive Officer,

Chairman of the Board of Directors




14



SHARE EXCHANGE AGREEMENT



This SHARE EXCHANGE AGREEMENT (“Agreement”) is entered into by and between Eye On Media Network, Inc., a Florida corporation (the “Company”) and the undersigned shareholder of Eye On South Florida, Inc., a Florida corporation (“Shareholder”), and is effective as of the last date of execution set forth below.  Shareholder and the Company may each be referred to individually herein as a “Party” and collectively as the “Parties.”


WHEREAS, the Company desires to acquire all of the shares of issued and outstanding common stock of Eye On South Florida, Inc. (“Target Shares”) owned by Shareholder and as part of the transaction has agreed to issue one (1) share of restricted Company common stock to Shareholder for each Target Share transferred by Shareholder to the Company in connection with a corporate re-organization and tax-free share exchange under Section 368 of the Internal Revenue Code of 1986, as amended; and  

 

WHEREAS, Shareholder desires to acquire shares of restricted common stock from the Company in exchange for Shareholder’s Target Shares pursuant to this Agreement.


NOW THEREFORE, in exchange for good and value consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:


1. Securities Exchanged


Subject to the terms and conditions of this Agreement, the Company agrees to issue and Shareholder agrees to accept one (1) share of restricted Company common stock (the “Shares” or “Securities”) in exchange for each Target Share owned by Shareholder as reflected in the shareholder records of Eye On South Florida, Inc., as designated on the signature page hereto and transferred to the Company pursuant to this Agreement.  Shareholder agrees to transfer to the Company the number of Target Shares designated on the signature page of this Agreement.  The Parties agree that the exchange of securities pursuant to this Agreement shall occur in connection with a corporate re-organization and tax-free share exchange under Section 368 of the Internal Revenue Code of 1986, as amended.


2.  Non-registration of Securities


The Shares to be issued and delivered to Shareholder will not be registered under the Securities Act of 1933, as amended, or any other states’ securities laws, on the grounds that the transaction in which the Shares are to be issued either qualifies for applicable exemptions from the securities registration requirements of such statutes or such registration requirements have been satisfied.  The exemptions being claimed include, but are not necessarily limited to, those available under Section 4(2) of the Securities Act and, the reliance by the Company upon the exemptions from the securities registration requirements of the federal and state securities laws is predicated in part on the representations, understandings and covenants set forth in this Agreement.


Shareholder understands that, in furtherance of the transfer restrictions stated above:



 

(i) The Company will record stop transfer instructions in its stock record books to restrict an impermissible resale or other transfer of the securities; and


(ii) Each document evidencing the Securities will bear a restrictive legend in substantially the following form:


The shares evidenced by this certificate have not been registered under either the Securities Act of 1933, as amended, or the securities laws of any state.  These securities may not be offered for sale, sold, assigned, pledged, hypothecated, or otherwise transferred: at any time absent either (A) registration of the transaction under the Securities Act of 1933, as amended, and every other applicable state securities law or (B) the issuer’s receipt of an acceptable opinion of counsel that registration of the transaction under those laws is not required.


3.  Shareholder Representations and Warranties


In order to induce the Company to transfer the Shares, Shareholder represents and warrants to the Company, as follows:


a.

Shareholder’s Financial Sophistication .  Shareholder is a sophisticated investor as such term is contemplated by Section 4(2) of the Securities Act of 1933. Shareholder has conducted a due diligence review of all information it deems material and necessary to an adequate evaluation of this stock acquisition.


b.

No Guarantee or Representation Regarding Performance.  Shareholder hereby acknowledges that no representations or guarantees have been made to him/her/it or any of his/her/its representatives or agents regarding the performance of the aforementioned Shares by the Company or any agent, consultant or other representative of the Company.


c.

  Access to Material Information.  Shareholder acknowledges that he/she/it and/or representatives designated by he/she/it have been given reasonable access to, or the furnishing of, all material information prior to the acquisition of the Securities herein relating to:


(i)

All material books and records of the Company;


(ii)

All material contracts and documents relating to the proposed transaction;


(iii)

An opportunity to question the appropriate executive officers or principals of

the Company;


(iv)

Any additional information deemed necessary by Shareholder to evaluate the investment or to verify any information necessary to evaluate the transaction or to verify any information or representation; and




2



(v) make such other investigation as Shareholder considered appropriate or necessary to evaluate the business and financial affairs and condition of the Company


d.

Speculative Investment.  Shareholder understands that the Securities are a speculative investment and that there are substantial risks incident to an acquisition of the Securities.  Shareholder is knowledgeable concerning the business of the Company and has carefully considered and understands the risks and other factors affecting the suitability of the Securities as an investment for him/her/it.


e.

Sophistication of Shareholder.  Because of Shareholder’s knowledge and experience in financial and business matters, Shareholder is able to evaluate the merits, risks, and other factors bearing upon the suitability of the Securities as an investment, and has been afforded adequate opportunity to evaluate this proposed investment in light of those factors, Shareholder’s financial condition, and investment knowledge and experience.  


f.

Authority of Shareholder.  Shareholder has full power and authority to execute and deliver this Agreement and each other document included herein as an Exhibit to this Agreement for which signature is required.


g.

Private Transaction.  At no time was the Shareholder presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article or television advertisement or any other form of general advertising.


4.  Company Representations and Warranties


As of the date the Company executes this Agreement, the Company represents and warrants to Shareholder the following:


a.

Valid and Binding Obligation of the Company.  The Company’s execution, delivery, and performance of this Agreement are authorized and represent a valid and binding obligation of the Company.


b.

Authorized Shares.  The Shares constitute a part of the authorized common stock of the Company and upon issuance to Shareholder will remain part of the issued and outstanding common stock of the Company.


c.

Ownership.  Upon Shareholder’s acquisition of the Shares, Shareholder will own the Shares free and clear of any liens, claims or encumbrances of any kind or nature and the Shares will be deemed fully paid and non-assessable.


5.  Jurisdiction and Venue


This Agreement shall be governed by and construed solely and exclusively in accordance with the laws of state of Florida without regard to any statutory or common-law provision pertaining to conflicts of laws.  The Parties agree that courts of competent jurisdiction in Broward County, Florida and the United States District Court for the Southern District of



3



Florida, Fort Lauderdale Division shall have jurisdiction with regard to any action arising out of any breach or alleged breach of this Agreement.  The Parties agree to submit to the personal jurisdiction of such courts and any other applicable court within the state of Florida.  The Parties waive any claim they may have that any of the foregoing courts is an inconvenient forum.


6.  Miscellaneous Provisions


a.

Notices . Any notice required or provided for in this Agreement to be given to any Party shall be mailed certified mail, return receipt requested, or hand delivered, to the Party at the address for the Party set forth below.

 

b.

Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties.

 

c.

Construction . The section headings, captions, or abbreviations are used for convenience only and shall not be resorted to for interpretation of this Agreement. Wherever the context so requires, the masculine shall refer to the feminine, the singular shall refer to the plural, and vice versa.

 

d.

Fees . In the event that any Party is required to engage the services of legal counsel to enforce its rights under this Agreement against any other Party, regardless of whether such action results in litigation, the prevailing Party shall be entitled to reasonable attorneys’ fees and costs from the other Party, which in the event of litigation shall include fees and costs incurred at trial and on appeal.

 

e.

Entire Agreement . This Agreement contains the entire understanding among the Parties and supersedes any prior written or oral agreement between them respecting the subject matter of this Agreement. There are no representations, agreements, arrangements, or understandings, oral or written, between the Parties hereto relating to the subject matter of this Agreement that are not fully expressed herein.

 

f.

  Amendments . Any amendments to this Agreement shall be in writing signed by all Parties.

 

g.

Severability . In case any one or more provisions contained in this Agreement shall, for any reason, be held invalid illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.

 

h.

Waiver . No consent or waiver, expressed or implied, by a Party of any breach or default by any other Party in the performance by that other Party of its obligations hereunder shall be deemed or construed to be a consent or waiver to any other breach or default in the performance by such other Party of the same or any other obligations of such other Party hereunder. Failure on the part of any Party to complain of any act or failure to act of another Party or to declare that other Party in default, irrespective of how long such failure continues, shall not constitute a waiver of such Party of its rights hereunder.



4



 

i.

Counterparts . This Agreement may be executed in multiple counterparts each of which shall be deemed an original for all purposes.

 

j.

Survival of Representations and Warranties .  The representations and warranties set forth in this Agreement shall be continuing and shall survive the Closing Date.


k.

Acknowledgements .  The Parties to this Agreement declare and represent that:

i.

They have read and understand this Agreement;

ii.

They have been given the opportunity to consult with an attorney if they so desire;    

iii.

They intend to be legally bound by the promises set forth in this Agreement and enter into it freely, without duress or coercion;

iv.

They have retained signed copies of this Agreement for their records; and

v.

The rights, responsibilities and duties of the Parties hereto, and the covenants and agreements contained herein, shall continue to bind the Parties and shall continue in full force and effect until each and every obligation of the Parties under this Agreement has been performed.

 

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates set forth below.



Date:

January 22, 2014

Shareholder:


/s/: Jack Namer

Signature


Print Name


1500 NW65th Ave.


Plantation, FL 33313

Address


10,000,000

Number of Target Shares Owned





Date:  

January 22, 2014

EYE ON MEDIA NETWORK, INC.:



By:

/s/: Jack Namer

Jack Namer, President



5



Exhibit 21

List of Subsidiaries


Eye On South Florida, Inc., a Florida corporation





















FINANCIAL STATEMENTS




1











REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors and Stockholders



We have audited the accompanying balance sheet of  as of , and the related statement of operations, stockholders’ deficiency, and cash flows from Inception January 18 through  and the year then ended.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.  


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of  as from Inception January 1,2013 through , and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As shown in the accompanying financial statements, the Company has significant net losses and cash flow deficiencies.  Those conditions raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans regarding those matters are described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ DKM Certified Public Accountants


DKM Certified Public Accountants

Clearwater, Florida

January 6, 2013

 

 

 

 

 

PCAOB Registered

 

 

AICPA Member












EYE ON SOUTH FLORIDA, INC.

BALANCE SHEETS

AUGUST 31, 2013

ASSETS

 

2013

Cash and cash equivalents

$

49,445

Accounts receivable, net

 

4,600

Notes Receivable

 

1,000

Prepaid expense

 

9,581

Total current assets

 

64,626

 

 

 

Property and equipment, net

 

1,748,635

Intangible asset net

 

157,844

 

 

 

Total assets

$

1,971,104

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Accrued expenses

$

767

Total current liabilities

 

767

 

 

 

Long-term debt

 

0

Total liabilities

 

767

 

 

 

Stockholders’ equity

 

 

Preferred stock, $0.0001 par value, 500,000,000 shares authorized, 0 issued and outstanding

 


---

Common stock, $0.0001 par value, 750,000,000 shares authorized, 24,690,000 shares issued and outstanding

 


2,469

Additional paid-in capital

 

2,142,646

Retained earnings

 

(174,778)

Total stockholders’ equity

 

1,970,337

 

 

 

Total liabilities, and stockholders’ equity

$

1,971,104



The accompanying notes are an integral part of these financial statements.












EYE ON SOUTH FLORIDA, INC.

STATEMENT OF OPERATIONS

PERIOD FROM INCEPTION (JANUARY 22, 2013 THROUGH AUGUST 31, 2013

 

 

 

2013

 

 

 

 

Revenues

 

$

25,317

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

Contract labor

 

 

39,242

Professional fees

 

 

27,286

General and administrative

 

 

7,531

Depreciation

 

 

126,036

 

 

 

 

 

 

 

 

Total Operating Expenses

 

 

200,415

 

 

 

 

Operating loss

 

 

(174,778)

 

 

 

 

Provision for income tax

 

 

0

 

 

 

 

Net loss

 

$

(174,778)

 

 

 

 

Earnings (loss) per share, basic

 

 

---

 

 

 

 

Weighted Average share outstanding, basic

 

 

---

 

 

 

 



The accompanying notes are an integral part of these financial statements.














STATEMENT OF STOCKHOLDERS’ EQUITY

PERIOD FROM INCEPTION (JANUARY 22, 2013) THROUGH AUGUST 31, 2013



 

 

 

 

 

 

 

Additional

 

 

 

Stock

 

 

 

Common stock

 

Paid-in

 

Accumulated

 

Holders’

 

 

 

Shares

 

Amount

 

Capita

 

Deficit

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 18, 2013

 

-

 

-

 

-

 

-

 

-

 

Stock issued as Founders shares

 

22,037,000

 

2,204

 

(2,204)

 

 

 

-

 

Stock issued for equipment

 

2,535,000

 

253

 

2,032,262

 

 

 

2,032,515

 

Stock issued for cash

 

90,000

 

9

 

69,991

 

 

 

70,000

 

Stock issued for services

 

28,000

 

3

 

27,997

 

 

 

28,000

 

Capital contribution

 

-

 

-

 

14,600

 

 

 

14,600

 

Net loss

 

 

 

 

 

 

 

 

 

(174,778)

 

Balance at August 31, 2013

 

24,690,000

 

2,469

 

2,142,646

 

(174,778)

 

1,970,337











STATEMENT OF CASH FLOWS

PERIOD FROM INCEPTION (JANUARY 22, 2013) THROUGH AUGUST 31, 2013


 

2013

Cash flows from operating activities:

 

 

 

Net loss

$

 

$

Adjustments to reconcile net income to net cash provided (used by) operating activities

 

 

 

     Stock based compensation

 

28,000

 

     Depreciation

 

126,036

 

Changes in operating assets and liabilities:

 

 

 

     Accounts receivable

 

(4,600

)

     Prepaid expenses and other current assets

 

5,339

 

    Accrued Expenses & current liabilities

 

767

 

Net cash provided (used) by operating activities

 

(35,156

)

 

 

 

 

Cash flows from financing activities:

 

 

 

     Proceeds from issuance of stock

 

70,000

 

      Capital contribution

 

14,600

 

Net cash provided (used) by financing activities

 

86,400

$

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

49,445

$

Cash and cash equivalents at beginning of year

 

-

 

 

 

 

 

Cash and cash equivalents at end of year

$

 49,445

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

Cash paid for:

 

 

 

       Interest

$

-

 

       Taxes

$

-

 

 

 

 

 

Equipment purchased with stock

$

1,847,6711

 

Equipment deposit settled with stock

$

157,844

 

 

 

 

 



The accompanying notes are an integral part of these financial statements.









EYE ON SOUTH FLORIDA, INC.

NOTES TO THE FINANCIAL STATEMENTS

AUGUST 31, 2013




Note 1.  Background Information

 

Eye on South Florida, Inc. ("the Company"), a corporation, was chartered in the State of Florida on January 18, 2013 as a media organization for the purpose of providing television services as an independent producer and distributor of television programming locally and nationally.  The programming is based on content that is produced and filmed in South Florida, on subjects that are relevant to the South Florida area.

The company has chosen a fiscal year ending August 31, 2013

Note 2.  Summary of Significant Accounting Policies

 

The significant accounting policies followed are:

 

Basis of Presentation

 

The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States.  In the opinion of management, these financial statements include all adjustments necessary in order to make them not misleading.


Use of Estimates


The Financial Statements have been prepared in conformity with U.S. GAAP, which requires using management’s best estimates and judgments where appropriate.  These estimates and judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.  The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period.  Actual results could differ materially from these good faith estimates and judgments.


Financial Instruments

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

Fair Value Estimates








U.S. GAAP defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standards also established a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) a reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

 

 

 

 

·

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

 

·

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

·

Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of August 31, 2103. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

The Company applied the above criteria for all non-financial assets and liabilities measured at fair value on a non-recurring basis.  As of August 31, 2013 the fair values of the Company’s financial instruments approximate their historical carrying amount.


Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company maintains its cash deposits in major financial institutions in the United States. At times deposits within a bank may exceed the amount of insurance provided on such deposits. Generally, these deposits are redeemed upon demand and, therefore, are considered by management to bear minimal risk.

 

Accounts Receivable

 

Accounts receivable consist of amounts due from the delivery of sales and service offerings to customers.  An allowance for doubtful accounts is considered to be established for any amounts that may








not be recoverable, which is based on an analysis of the Company’s customer credit worthiness, and current economic trends.  Based on management’s review of accounts receivable, no allowance for doubtful accounts was considered necessary.   Receivables are determined to be past due, based on payment terms of original invoices.  The Company does not typically charge interest on past due receivables.

  Revenue Recognition

The Company recognizes revenue when it is realized or realizable and earned.

The Company considers revenue realized or realizable and earned when all of the following criteria are met:

o

persuasive evidence of an arrangement exists

o

the product has been shipped or the services have been rendered to the customer

o

the sales price is fixed or determinable

o

Collectability is reasonably assured.


The Company generates revenue through three processes: (1) Media Production, (2) Commercial Production, Distribution and (3) Advertising Sales and Distribution (4) Live Broadcasting of Events.

·

Revenue for media production of original content. The company recognizes a sale when the production is completed and ready for distribution. The burden of distribution and risk of loss has passed to the customer.

·

Revenue for production of television grade HD Commercials. Revenue is recognized when the services have been performed and passed on to the customer.

·

Revenue for distribution of commercials and content service fees is recognized ratably over the term of the advertising agreement.

·

Revenue for live broadcasting of original content. The company recognizes a sale when the live broadcast / production is contracted and completed.  The burden of distribution and risk of loss has passed to the customer.


Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company maintains its cash deposits in major financial institutions in the United States. At times deposits within a bank may exceed the amount of insurance provided on such deposits. Generally, these deposits are redeemed upon demand and, therefore, are considered by management to bear minimal risk.

 

Notes Receivable


The notes receivable represent the balance of a loan to an unrelated party. The Company believes this loan is collectable at August 31, 2013.

Long-lived assets and intangible property:

Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment at least annually or whenever facts and circumstances indicate that the carrying value may not be recoverable.  When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset.  The fair value is determined based on estimates of future cash flows, market value








of similar assets, if available, or independent appraisals, if required.  If the carrying amount of the long-lived asset is not recoverable, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset.  The Company did not recognize any impairment losses for any periods presented.

Share-based payments

Share-based payments to employees, including grants of employee stock options are recognized as compensation expense in the financial statements based on their fair values.  That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company had no common stock options or common stock equivalents granted or outstanding for all periods presented. The company may issue shares as compensation in future periods for employee services.

The Company may issue restricted stock to consultants for various services.  Cost for these transactions will be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is to be measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty’s performance is complete. The company may issue shares as compensation in future periods for services associated with the registration of the common shares.

Advertising

The costs of advertising are expensed as incurred.  Advertising expense was $0 for the period from inception (January 18, 2013) through August 31, 2013.  Advertising expenses are included in the Company’s operating expenses.

 

Research and Development

The Company expenses research and development costs when incurred.  Research and development costs include engineering, programmer costs and testing of product and outputs.  Indirect costs related to research and developments are allocated based on percentage usage to the research and development.  We spent $0  in research and development costs for the period from inception (January 18, 2013) through August 31, 2013.

Income taxes

The Company accounts for income taxes under the liability method.  Deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purpose, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized.  A valuation allowance may be applied against the net deferred tax due to the uncertainty of its ultimate realization.








Any deferred tax asset has been fully offset by a valuation allowance because at this time the Company believes that it is more likely than not that the future tax benefit will not be realized as the Company has a history of net operating losses.

Earnings (loss) per share

Basic earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares outstanding during the year. Diluted earnings (loss) per share calculations are determined by dividing net income by the weighted average number of shares plus any potentially dilutive shares. The Company does not have any potentially dilutive instruments and, thus, anti-dilution issues are not applicable.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company is in the development stage resulting in an accumulated deficit.  The Company is dependent on financing from its majority shareholder and related parties to meet its current operating obligations. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to generate revenues from operations and to achieve a level of profitability. The Company intends on financing its future development activities, marketing plan and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements.

The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Recent Accounting Pronouncements

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term.  The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration


Note 3

Property, Plant and Equipment


The Company has capitalized costs for property, plant and equipment as follow::

 

 

 

 

 

 

 

August 31, 2013

 

Production equipment

 

 1,700,512

 

Office Furniture and equipment

 

 

7,899

 

Vehicles

 

 

166,260

 

 

 

 

1,874,671

 

Accumulated depreciation

 

 

126,036

 

 

 

$

1,748,635

 

 

 

 

 

 

Depreciation for the period from inception (January 22, 2013) through August 31, 2013 was $126,036.


Note 4

  Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized.


The Company has not recognized an income tax benefit for its operating losses generated since inception (January 18, 2013) based on uncertainties concerning its ability to generate taxable income in future periods.  The tax benefit for the period presented is offset by a valuation allowance established against deferred tax assets arising from operating losses and other temporary differences, the realization of which could not be considered more likely than not.  In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.

The Company provides for income taxes as follows:

 

 

 

 

 

 

 

Period from Inception through August 31, 2013

 

Current provision

 

 

 

 

Income tax provision (benefit) at statutory rate

 

$

(59,500

)

State income tax expense (benefit), net of federal benefit

 

 

(5,800

)

   Subtotal

 

 

(65,300

)

Valuation allowance

 

 

65,300

 

 

 

$

 


Under the Internal Revenue Code of 1986, as amended, losses can be carried forward twenty years.  As of August 31, 2013 the Company had not filed an income tax return to record net operating loss carry forwards. The Company had an accumulated loss of approximately $175,000 which should carry forward.   

Deferred tax assets resulted from the net operating losses generated by the Company.

 

 

 

 

 

 

 

August 31, 2013

 

Deferred tax assets

 

 

 

 

Estimated benefit from accumulated losses

 

$

65,300

 

Valuation allowance

 

 

(65,300

)

 

 

$

 


The Company is currently open to audit under the statute of limitations by the Internal Revenue Service for its initial income tax return.  The Company recognizes interest and penalties related to income taxes in income tax expense. The Company had incurred no penalties and interest for the period from inception (January 18, 2013) through August 31, 2013.


Note 5

Stockholders' Equity


At the time of incorporation, the Company authorized the issuance of 750,000,000 shares of common stock with a par value of $0.0001 per share voting stock.

In addition, the company is authorized to issue 500,000,000 shares of Preferred stock at $0,0001 par value. As of the date of this report no action has been taken by the Company's director in this regard.

The Company has set aside 10,000,000 shares of the aforementioned and authorized common stock ($0.0001 par) to be sold through Private Placement. This stock will be sold at a price of $1.00 per share.

During the period from inception (January 18, 2013) through August 31, 2013, the Company issued 23,037,000 shares of stock as founders stock.

During the period from inception (January 18, 2013) through August 31, 2013, the Company issued 90,000 shares of stock for $70,000 cash.








During the period from inception (January 18, 2013) through August 31, 2013, the Company issued 28,000 shares of services in the amount of $28,000.

During the period from inception (January 18, 2013) through August 31, 2013, the Company issued 2,535,000 shares of stock for equipment valued at $2,032,515.


Note 6.  Related Party Transactions

 

The Company uses a building owned by a relative to a major stockholder.  The Company does not have a lease agreement nor is there a requirement to pay any rent now or in the future.


Note 7.   Commitments and Contingencies


The Company does not have any commitments or contingencies.  


Note 8.  Subsequent Events


The Company’s management has evaluated subsequent events through January 6, 2014, the date which the financial statements were available to be issued and none have been deemed material for disclosure.





















FINANCIAL STATEMENTS




1








REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors and Stockholders



We have reviewed the accompanying balance sheet of  as of , and the related statements of operations, stockholders’ deficiency, and cash flows for the three months ended November 30, 2013 and 2012.  These financial statements are the responsibility of the Company’s management.  These financial statements are the responsibility of the company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As shown in the accompanying financial statements, the Company has significant net losses and cash flow deficiencies.  Those conditions raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans regarding those matters are described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ DKM Certified Public Accountants


DKM Certified Public Accountants

Clearwater, Florida

January 23, 2013

 

 

 

 

 

PCAOB Registered

 

 

AICPA Member











 

 

 

EYE ON SOUTH FLORIDA, INC.

BALANCE SHEETS

 

 

November 30, 2013

(Unaudited)

 

 

August 31, 2013

(Audited)

ASSETS

 

 

 

 

 

Cash and cash equivalents

$

37,643

 

$

49,445

Accounts receivable, net

 

6,400

 

 

4,600

Notes Receivable

 

1,000

 

 

1,000

Prepaid expense

 

3,830

 

 

9,581

Total current assets

 

48,873

 

 

64,626

 

 

 

 

 

 

Property and equipment, net

 

1,888,016

 

 

1,748,635

Intangible asset net

 

0

 

 

157,844

 

 

 

 

 

 

Total assets

$

1,936,889

 

$

1,971,104

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Accrued expenses

$

3,067

 

$

767

Total current liabilities

 

3,067

 

 

767

 

 

 

 

 

 

Long-term debt

 

0

 

 

0

Total liabilities

$

3,067

 

 

767

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

Preferred stock, $0.0001 par value, 500,000,000 shares authorized, 0 issued and outstanding

 


0

 

 


0

Common stock, $0.0001 par value, 750,000,000 shares authorized, 24,690,000 shares issued and outstanding

 


2,469

 

 


2,469

Additional paid-in capital

 

2,176,966

 

 

2,142,646

Retained earnings

 

(245,613)

 

 

(174,778)

Total stockholders’ equity

 

1,933,822

 

 

1,970,337

 

 

 

 

 

 

Total liabilities, and stockholders’ equity

$

1,936,889

 

$

1,971,104



The accompanying notes are an integral part of these financial statements.












 

 

EYE ON SOUTH FLORIDA, INC.

STATEMENT OF OPERATIONS

(Unaudited)

 

 

For the Three Months Ended

 

 

November 30,

 

 

2013

 

 

2012

 

 

(unaudited)

 

 

(unaudited)

 

 

 

 

 

 

Revenues

$

16,150

 

$

-

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

Contract labor

 

13,479

 

 

-

Professional fees

 

11,051

 

 

-

General and administrative

 

9,142

 

 

-

Depreciation

 

53,313

 

 

-

 

 

 

 

 

 

Total Operating Expenses

 

86,985

 

 

-

 

 

 

 

 

-

Operating loss

 

(70,835)

 

 

-

 

 

 

 

 

 

Provision for income tax

 

0

 

 

0

 

 

 

 

 

 

Net loss

$

(70,835)

 

$

-

 

 

 

 

 

 

Earnings (loss) per share, basic

 

-

 

 

-

 

 

 

 

 

 

Weighted Average share outstanding, basic

 

-

 

 

-

 

 

 

 

 

 



The accompanying notes are an integral part of these financial statements.












STATEMENTS OF STOCKHOLDERS’ EQUITY

PERIOD FROM INCEPTION (JANUARY 18, 2013) THROUGH NOVEMBER 30, 2013



 

 

 

 

 

 

 

Additional

 

 

 

Stock-

 

 

 

Common stock

 

Paid-in

 

Accumulated

 

holders’

 

 

 

Shares

 

Amount

 

Capital

 

Deficit

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 18, 2013

 

-

 

-

 

-

 

-

 

-

 

Stock issued as Founders shares

 

22,037,000

 

2,204

 

(2,204)

 

 

 

-

 

Stock issued for equipment

 

2,535,000

 

253

 

2,032,262

 

 

 

2,032,515

 

Stock issued for cash

 

90,000

 

9

 

69,991

 

 

 

70,000

 

Stock issued for services

 

28,000

 

3

 

27,997

 

 

 

28,000

 

Capital contribution

 

-

 

-

 

14,600

 

 

 

14,600

 

Net loss

 

 

 

 

 

 

 

 

 

(174,778)

 

Balance at August 30, 2013

 

24,690,000

 

2,469

 

2,142,646

 

(174,778)

 

1,970,337

 

Capital contribution

 

 

 

 

 

34,320

 

-

 

34,320

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

24,690,000

 

2,469

 

2,176,966

 

(245,613)

 

1,933,822











STATEMENTS OF CASH FLOWS

(Unaudited)


 

 

For the Three Months Ended

November 30

 

 

 

 

 

 

 

 

 

 

2013

 

 

2012

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

$

(

)

 

-

 

Adjustments to reconcile net income to net cash provided (used by) operating activities

 

 

 

 

 

 

     Stock based compensation

 

 

 

 

-

 

     Depreciation

 

53,313

 

 

 -

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

     Accounts receivable

 

(1,800

)

 

 -

 

     Prepaid expenses and other current assets

 

5,750

 

 

 -

 

    Accrued Expenses & current liabilities

 

2,300

 

 

 

 

Net cash provided (used) by operating activities

 

(11,272

)

 

 -

 

 

 

 

 

 

 

 

Cash flows from 22220investing activities:

 

 

 

 

 

 

     Purchase of equipment

 

(530

)

 

 -

 

Net cash provided (used) by investing activities

 

(530

)

 

 

 

 

 

 

 

 

 -

 

Cash flows from financing activities:

 

-

 

 

 -

 

      

 

 

 

 

 

 

Net cash provided (used) by financing activities

 

-

 

 

 -

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

(11,802

)

 

 -

 

Cash and cash equivalents at beginning of year

 

49,445

 

 

 -

 

 

 

 

 

 

 

 

Cash and cash equivalents at end of year

$

37,643

 

 

 -

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

       Interest

 

-

 

 

-

 

       Taxes

 

-

 

 

-

 

 

 

 

 

 

 

 

Leasehold improvement as a contribution of capital

$

34,320

 

 

-

 

Equipment deposit settled with stock

$

157,844

 

 

 

 

 

 

 

 

 

 

 



The accompanying notes are an integral part of these financial statements.









EYE ON SOUTH FLORIDA, INC.

NOTES TO THE FINANCIAL STATEMENTS

NOVEMBER 30, 2013

(Unaudited)



Note 1.  Background Information

 

Eye on South Florida, Inc. ("the Company"), a corporation, was chartered in the State of Florida on January 18, 2013 as a media organization for the purpose of providing television services as an independent producer and distributor of television programming locally and nationally.  The programming is based on content that is produced and filmed in South Florida, on subjects that are relevant to the South Florida area.

The company has chosen a fiscal year ending August 31, 2013

Note 2.  Summary of Significant Accounting Policies

 

The significant accounting policies followed are:

 

Basis of Presentation

 

The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States.  In the opinion of management, these financial statements include all adjustments necessary in order to make them not misleading.

Interim Period Financial Statements


The interim period financial statements have been prepared by the Company pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such SEC rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.  It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto.


In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of the financial position at November 30, 2013 and the results of operations and cash flows for the three months ended November 30, 2013 and 2012 have been made.


Use of Estimates


The Financial Statements have been prepared in conformity with U.S. GAAP, which requires using management’s best estimates and judgments where appropriate.  These estimates and judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.  The estimates and judgments will also affect the reported amounts for certain








revenues and expenses during the reporting period.  Actual results could differ materially from these good faith estimates and judgments.


Financial Instruments

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

Fair Value Estimates

U.S. GAAP defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standards also established a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) a reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

 

 

 

 

·

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

 

·

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

·

Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of November 30, 2103. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

The Company applied the above criteria for all non-financial assets and liabilities measured at fair value on a non-recurring basis.  As of November 30, 2013 the fair values of the Company’s financial instruments approximate their historical carrying amount.









Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company maintains its cash deposits in major financial institutions in the United States. At times deposits within a bank may exceed the amount of insurance provided on such deposits. Generally, these deposits are redeemed upon demand and, therefore, are considered by management to bear minimal risk.

 

Accounts Receivable

 

Accounts receivable consist of amounts due from the delivery of sales and service offerings to customers.  An allowance for doubtful accounts is considered to be established for any amounts that may not be recoverable, which is based on an analysis of the Company’s customer credit worthiness, and current economic trends.  Based on management’s review of accounts receivable, no allowance for doubtful accounts was considered necessary.   Receivables are determined to be past due, based on payment terms of original invoices.  The Company does not typically charge interest on past due receivables.

  Revenue Recognition

The Company recognizes revenue when it is realized or realizable and earned.

The Company considers revenue realized or realizable and earned when all of the following criteria are met:

o

persuasive evidence of an arrangement exists

o

the product has been shipped or the services have been rendered to the customer

o

the sales price is fixed or determinable

o

Collectability is reasonably assured.


The Company generates revenue through three processes: (1) Media Production, (2) Commercial Production, Distribution and (3) Advertising Sales and Distribution (4) Live Broadcasting of Events.

·

Revenue for media production of original content. The company recognizes a sale when the production is completed and ready for distribution. The burden of distribution and risk of loss has passed to the customer.

·

Revenue for production of television grade HD Commercials. Revenue is recognized when the services have been performed and passed on to the customer.

·

Revenue for distribution of commercials and content service fees is recognized ratably over the term of the advertising agreement.

·

Revenue for live broadcasting of original content. The company recognizes a sale when the live broadcast / production is contracted and completed.  The burden of distribution and risk of loss has passed to the customer.


Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company maintains its cash deposits in major financial institutions in the United States. At times deposits within a bank may exceed the amount of insurance provided on such deposits. Generally, these deposits are redeemed upon demand and, therefore, are considered by management to bear minimal risk.








 

Notes Receivable


The notes receivable represent the balance of a loan to an unrelated party. The Company believes this loan is collectable at November 30, 2013.

Long-lived assets and intangible property:

Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment at least annually or whenever facts and circumstances indicate that the carrying value may not be recoverable.  When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset.  The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required.  If the carrying amount of the long-lived asset is not recoverable, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset.  The Company did not recognize any impairment losses for any periods presented.

Share-based payments

Share-based payments to employees, including grants of employee stock options are recognized as compensation expense in the financial statements based on their fair values.  That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company had no common stock options or common stock equivalents granted or outstanding for all periods presented. The company may issue shares as compensation in future periods for employee services.

The Company may issue restricted stock to consultants for various services.  Cost for these transactions will be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is to be measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty’s performance is complete. The company may issue shares as compensation in future periods for services associated with the registration of the common shares.

Advertising

The costs of advertising are expensed as incurred.  Advertising expense was $530 and $0 for the three months ending November 30, 2013 and 2012, respectively.  Advertising expenses are included in the Company’s operating expenses.

 

Research and Development

The Company expenses research and development costs when incurred.  Research and development costs include engineering, programmer costs and testing of product and outputs.  Indirect costs related to research and developments are allocated based on percentage usage to the research and development.  We








spent $0 in research and development costs for the periods for the three months ending November 30, 2013 and 2012.  

Income taxes

The Company accounts for income taxes under the liability method.  Deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purpose, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized.  A valuation allowance may be applied against the net deferred tax due to the uncertainty of its ultimate realization.

Any deferred tax asset has been fully offset by a valuation allowance because at this time the Company believes that it is more likely than not that the future tax benefit will not be realized as the Company has a history of net operating losses.

Earnings (loss) per share

Basic earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares outstanding during the year. Diluted earnings (loss) per share calculations are determined by dividing net income by the weighted average number of shares plus any potentially dilutive shares. The Company does not have any potentially dilutive instruments and, thus, anti-dilution issues are not applicable.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company is in the development stage resulting in an accumulated deficit.  The Company is dependent on financing from its majority shareholder and related parties to meet its current operating obligations. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to generate revenues from operations and to achieve a level of profitability. The Company intends on financing its future development activities, marketing plan and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements.

The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Recent Accounting Pronouncements

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material








impact on the corporation’s reported financial position or operations in the near term.  The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration


Note 3

Property, Plant and Equipment


The Company has capitalized costs for property, plant and equipment as follow::

 

November 30, 2013

 

 

August 31, 2013

 

Production equipment


$

1,700,512

 

 1,700,512

 

Office furniture and equipment

 

7,899

 

 

7,899

 

Leasehold improvements

 

34,320

 

 

-

 

Vehicles

 

324,104 

 

 

166,260

 

 

 

2,067,365

 

 

1,874,671

 

Accumulated depreciation

 

 179,349

 

 

126,036

 

 

$

1,888,016

 

$

1,748,635

 

 

 

 

 

 

 

 

Depreciation for the three month periods ending rough November 30, 2013 and 2012 was $53,313 and  $0, respectively.


Note 4

  Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized.


The Company has not recognized an income tax benefit for its operating losses generated since inception (January 18, 2013) based on uncertainties concerning its ability to generate taxable income in future periods.  The tax benefit for the period presented is offset by a valuation allowance established against deferred tax assets arising from operating losses and other temporary differences, the realization of which could not be considered more likely than not.  In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.

The Company is currently open to audit under the statute of limitations by the Internal Revenue Service for its initial income tax return.  The Company recognizes interest and penalties related to income taxes in income tax expense. The Company had incurred no penalties and interest for the period from inception (January 18, 2013) through November 30, 2013.


Note 5

Stockholders' Equity









At the time of incorporation, the Company authorized the issuance of 750,000,000 shares of common stock with a par value of $0.0001 per share voting stock.

In addition, the company is authorized to issue 500,000,000 shares of Preferred stock at $0,0001 par value. As of the date of this report no action has been taken by the Company's director in this regard.

The Company has set aside 10,000,000 shares of the aforementioned and authorized common stock ($0.0001 par) to be sold through Private Placement. This stock will be sold at a price of $1.00 per share.

During the period from inception (January 18, 2013) through November 30, 2013, the Company issued 23,037,000 shares of stock as founders stock.

During the period from inception (January 18, 2013) through November 30, 2013, the Company issued 90,000 shares of stock for $70,000 cash.

During the period from inception (January 18, 2013) through November 30, 2013, the Company issued 28,000 shares of services in the amount of $28,000.

During the period from inception (January 18, 2013) through November 30, 2013, the Company issued 2,535,000 shares of stock for equipment valued at $2,032,515.

A major stockholder mentioned in Note 6 contributed leasehold improvements of $34,320 to the Company.  The Company did not issue any common stock for this contribution.  


Note 6.  Related Party Transactions

 

The Company uses a building owned by a relative to a major stockholder.  The Company does not have a lease agreement nor is there a requirement to pay any rent now or in the future.


Note 7.   Commitments and Contingencies


The Company does not have any commitments or contingencies.  


Note 8.  Subsequent Events


The Company’s management has evaluated subsequent events through January 24, 2014, the date which the financial statements were available to be issued and none have been deemed material for disclosure.






 

 

 

Eye on Media Network, Inc.

 

 

 

 

 

 

 Pro Forma Balance Sheet

 

 

 

 

 

 

August 31, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Eye on South Florida

 

 

Eye on Media Network

 

 

Adjustments and Eliminations

 

 

Totals

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

              49,445

 

 $

                2,500

 

 $

                       -   

 

 $

              51,945

Accounts receivable

 

 

                4,600

 

 

                       -   

 

 

                       -   

 

 

                4,600

Notes receivable

 

 

                1,000

 

 

                       -   

 

 

                       -   

 

 

                1,000

Prepaid expenses

 

 

                9,580

 

 

                3,000

 

 

                       -   

 

 

              12,580

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

              64,625

 

 

                5,500

 

 

                       -   

 

 

              70,125

 

 

 

 

 

 

 

 

 

 

 

 

 

Property and Equipment

 

 

        1,748,635

 

 

 

 

 

                       -   

 

 

        1,748,635

Other assets

 

 

           157,844

 

 

 

 

 

                       -   

 

 

           157,844

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

        1,971,104

 

 $

                5,500

 

 $

                       -   

 

 $

        1,976,604

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Liabilities and Equity

 

 

 

Accounts payable and accruals

 

$

                    767

 

 $

 

 

 $

                       -   

 

 $

                    767

Related party loan

 

 

 

 

 

                3,000

 

 

                       -   

 

 

                3,000

 

 

 

 

 

 

 

 

 

 

 

 

                       -   

Current liabilities

 

 

                    767

 

 

                3,000

 

 

                       -   

 

 

                3,767

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

 

                       -   

 

 

                       -   

 

 

                       -   

 

 

                       -   

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

 

                2,469

 

 

              27,690

 

 

              (2,469)

 

 

              27,690

Additional paid in capital

 

 

        2,142,646

 

 

           (24,690)

 

 

                1,969

 

 

        2,119,925

Retained earnings

 

 

         (147,778)

 

 

                 (500)

 

 

                    500

 

 

         (147,778)

 

 

 

 

 

 

 

 

 

 

 

 

                       -   

Total equity

 

 

        1,997,337

 

 

                2,500

 

 

                       -   

 

 

        1,999,837

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and equity

 

$

        1,998,104

 

 $

                5,500

 

 $

                       -   

 

 $

        2,003,604

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eye on South Florida, Inc.

 

 

 

 

 

 

 Pro Forma Income Statement

 

 

 

 

 

 

August 31, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eye on South Florida

 

 

Eye on Media Network

 

 

Adjustments and Eliminations

 

 

Totals

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 $

              25,317

 

 $

                       -   

 

 $

                       -   

 

 $

              25,317

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Contract labor

 

 

              39,242

 

 

                       -   

 

 

                       -   

 

 

              39,242

Professional fees

 

 

              27,286

 

 

                    500

 

 

                       -   

 

 

              27,786

General and administrative

 

 

                7,531

 

 

                       -   

 

 

                       -   

 

 

                7,531

Depreciation

 

 

           126,036

 

 

                       -   

 

 

                       -   

 

 

           126,036

 

 

 

 

 

 

 

 

 

 

 

 

                       -   

 

 

 

           200,095

 

 

                    500

 

 

                       -   

 

 

           200,595

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 $

         (174,778)

 

 $

                 (500)

 

 $

                       -   

 

 $

         (175,278)

 

 

 

 

 

 

 

 

 

 

 

 

 







 

 

 

Eye on Media Network, Inc.

 

 

 

 

 

 

 Pro Forma Balance Sheet

 

 

 

 

 

 

November 30, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Eye on South Florida

 

 

Eye on Media Network

 

 

Adjustments and Eliminations

 

 

Totals

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

              37,643

 

 $

                2,470

 

 $

                       -   

 

 $

              40,113

Accounts receivable

 

 

                6,400

 

 

                       -   

 

 

                       -   

 

 

                6,400

Notes receivable

 

 

                1,000

 

 

                       -   

 

 

                       -   

 

 

                1,000

Prepaid expenses

 

 

                3,830

 

 

                       -   

 

 

                       -   

 

 

                3,830

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

              48,873

 

 

                2,470

 

 

                       -   

 

 

              51,343

 

 

 

 

 

 

 

 

 

 

 

 

 

Property and Equipment

 

 

        1,888,016

 

 

 

 

 

                       -   

 

 

        1,888,016

Other assets

 

 

                       -   

 

 

 

 

 

                       -   

 

 

                       -   

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

        1,936,889

 

 $

                2,470

 

 $

                       -   

 

 $

        1,939,359

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Liabilities and Equity

 

 

 

 

 

 

Accounts payable and accruals

 

$

                3,067

 

 $

 

 

 $

                       -   

 

 $

                3,067

Related party loan

 

 

 

 

 

                6,000

 

 

                       -   

 

 

                6,000

 

 

 

 

 

 

 

 

 

 

 

 

                       -   

Current liabilities

 

 

                3,067

 

 

                6,000

 

 

                       -   

 

 

                9,067

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

 

                       -   

 

 

                       -   

 

 

                       -   

 

 

                       -   

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

 

                2,469

 

 

              27,690

 

 

              (2,469)

 

 

              27,690

Additional paid in capital

 

 

        2,176,966

 

 

           (24,690)

 

 

                1,969

 

 

        2,154,245

Retained earnings

 

 

         (245,613)

 

 

              (6,530)

 

 

                    500

 

 

         (251,643)

 

 

 

 

 

 

 

 

 

 

 

 

                       -   

Total equity

 

 

        1,933,822

 

 

              (3,530)

 

 

                       -   

 

 

        1,930,292

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and equity

 

$

        1,936,889

 

 $

                2,470

 

 $

                       -   

 

 $

        1,939,359

 

 

 

 

 

 

 

 

 

 

 

 

                       -   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eye on South Florida, Inc.

 

 

 

 

 

 

 Pro Forma Income Statement

 

 

 

 

 

 

November 30, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eye on South Florida

 

 

Eye on Media Network

 

 

Adjustments and Eliminations

 

 

Totals

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 $

              16,150

 

 $

                       -   

 

 $

                       -   

 

 $

              16,150

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Contract labor

 

 

              13,479

 

 

                       -   

 

 

                       -   

 

 

              13,479

Professional fees

 

 

              11,051

 

 

                6,000

 

 

                       -   

 

 

              17,051

General and administrative

 

 

                9,142

 

 

                      30

 

 

                       -   

 

 

                9,172

Depreciation

 

 

              53,313

 

 

                       -   

 

 

                       -   

 

 

              53,313

 

 

 

 

 

 

 

 

 

 

 

 

                       -   

 

 

 

              86,985

 

 

                6,030

 

 

                       -   

 

 

              93,015

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 $

           (70,835)

 

 $

              (6,030)

 

 $

                       -   

 

 $

           (76,865)