Eye On Media Network, Inc. (Form: 8-K/A, Received: 04/11/2014 16:03:33)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 2

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report : April 11, 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)

Explanatory Note

This amended Current Report on Form 8-K/A is being filed in response to comments from the Securities and Exchange Commission staff.

FORWARD LOOKING STATEMENTS

This Form 8-K/A 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 forty-three (43) 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 collectively held a total of 24,725,000 Target Shares. 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 or vendor 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 24,725,000 shares of restricted Company common stock were issued to forty-three (43) 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. Prior to the execution of the Exchange Agreement there were three million (3,000,000) shares of our common stock issued and outstanding. Upon completion of the transaction involving the Exchange Agreement, there were 27,725,000 shares of our common stock issued and outstanding.

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.

As a former “shell company”, the limitation on public resales of our issued, restricted securities by our shareholders includes a prohibition against the use of SEC Rule 144 until such time as the conditions set forth in Rule 144(i) are met. Rule 144(i) provides that if the issuer of the securities previously had been a shell company but has ceased to be a shell company and is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act; has filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and has filed current “Form 10 information” with the Commission reflecting its status as an entity that is no longer a shell company, then those securities may be sold subject to the requirements of Rule 144 after one year has elapsed from the date that the issuer filed “Form 10 information” with the Commission.

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 the Share Exchange Agreements with the Shareholders of Eye On South Florida, Inc. Pursuant to the Exchange Agreement, the Shareholders agreed to exchange each of their shares of EOSF common stock for one (1) share of restricted common stock of the Company. The Shareholders collectively held a total of 24,725,000 Target Shares. 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 or vendor 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 are now occurring 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 24,725,000 shares of restricted Company common stock were issued to forty-three (43) Shareholders for the Target Shares. The receipt of the Target Shares by the Company 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. Prior to the execution of the Exchange Agreement there were three million (3,000,000) shares or our common stock issued and outstanding. Upon completion of the transaction involving the Exchange Agreement, there were 27,725,000 shares of our common stock issued and outstanding. The acquisition was accounted for by the

Company as a reverse merger wherein an operating, private company (Eye on South Florida, Inc.) was acquired by the Registrant, which was previously a “blank check company”

At the time of execution of the Exchange Agreement, our sole officer and director, Jack Namer also served as an officer and director for EOSF. Mr. Namer also was one of two majority shareholders who each held ten million (10,000,000) shares of the EOSF common stock prior to consummation of the Exchange Agreement. The other shareholder who also held ten million (10,000,000) shares of the EOSF common stock prior to consummation of the Exchange Agreement was Ms. Amy Nalewaik. Mr. Namer determined on January 17, 2014 that it was in the best interest of the Company to acquire EOSF. It was not Mr. Namer’s intent to acquire EOSF when the Company filed its Form 10 registration statement. Mr. Namer is the sole officer and director for both EOSF and the Company. Under such circumstances, Mr. Namer may be viewed as having a conflict of interest in connection with the transaction involving the Company’s acquisition of EOSF. Notwithstanding the foregoing, Mr. Namer believes that the transaction was and remains fair to the shareholders of both companies.

Before consummation of the Exchange Agreement Mr. Namer and Ms. Nalewaik each held ten million (10,000,000) shares of EOSF common stock. After consummation of the Exchange Agreement, Mr. Namer and Ms. Nalewaik each held zero (-0-) shares of EOSF common stock. After consummation of the Exchange Agreement Mr. Namer held eleven million (11,000,000) shares of our common stock and Ms. Nalewaik held ten million (10,000,000) shares. Prior to consummation of the Exchange Agreement, Mr. Namer and Ms. Nalewaik held one million (1,000,000) and zero (-0-) shares of our common stock, respectively.

Description of Business, Principal Products, Services

Eye On South Florida, Inc. was incorporated in the State of Florida on January 18, 2013. 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 EOSF “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.

EOMN will distribute its content thru the available delivery companies listed below: These statistics are available on Wikipedia and Nielsen ratings.

a. COMCAST: the largest cable television company in the United States with over 22 million subscribers.

b. DIRECT TV, LLC: As of December 2012, DirecTV had 35.56 million subscribers .

c. DISH TV: As of October 2012, Dish TV had 13 million subscribers.

d. Roku network on March 5 2013, announced 5 million subscribers.

These distribution delivery companies do not include the international markets of China, South America and Africa, which we intend to target for additional distribution of our content.

EOSF is generating revenue from banner advertisements on our website ( www.eyeonsouthflorida.com ), 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 is generating revenue 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. Among these types of programming is “feel good” programming and transmission that we produce and other stations want, due to the type of news and entertainment in the community that we promote. Eye On South Florida has been assisting and providing 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. Some of our clients currently include Hard Rock Hotel & Casino, AutoNation, Florida Metro Rail, Fort Lauderdale Chamber of Commerce, Shino Bay Dermatology, DelVecchio Pizza and Universal Insurance.

The EOSF Network is producing and distributing 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.

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 has 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 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 is developing programming which we believe will provide all of the necessary capital for the development of our 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, is subject to a separate financial 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. “DMA” means “ Designated Market Areas” as per the Nielsen ratings. As of January 1, 2014 and used throughout the 2013-2014 television season below are the rankings.

Below is the Rank Designated Market Area (“DMA”) TV Homes (100% of U.S.) representing the top 18 DMA’s.

Household’s

% of US

1 New York

7,461,030

6.442

2 Los Angeles

5,665,780

4.892

3 Chicago

3,534,080

3.052

4 Philadelphia

2,963,500

2.559

5 Dallas-Ft. Worth

2,655,290

2.293

6 San Francisco-Oak-San Jose

2,518,900

2.175

7 Boston (Manchester)

2,433,040

2.101

8 Washington, DC (Hagrstwn)

2,412,250

2.083

9 Atlanta

2,375,050

2.051

10 Houston

2,289,360

1.977

11 Detroit

1,856,400

1.603

12 Phoenix (Prescott)

1,855,310

1.602

13 Seattle-Tacoma

1,847,780

1.596

14 Tampa-St. Pete (Sarasota)

1,827,510

1.578

15 Minneapolis-St. Paul

1,748,070

1.509

16 Miami-Ft. Lauderdale

1,663,290

1.436

17 Denver

1,574,610

1.360

18 Orlando-Daytona Bch-Melb

1,490,380

1.287

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 covers and promotes up-lifting and empowering content, as well as promotion of 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 our 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 its genre, as we 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 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 solicited 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!

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, as illustrated by data at the following websites: http://www.floridajobs.org/office-directory/division-of-strategic-business-development/florida-strategic-plan-for-economic-development ; http://www.minorityprofessionalnetwork.com/miami.asp ; and http://www.floridajobs.org/about%20awi/open_government/2013_VISITFloridaAnnualReport.pdf .

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

The information below relates to the operations of Eye On South Florida, Inc., our wholly-owned subsidiary.

Results of Operations for three months ended November 30, 2013

Revenues

Total Revenue. Total revenues for the three months ended November 30, 2013 were $16,150.

EOSF is generating revenue from banner advertisements on our website ( www.eyeonsoutflorida.com ), 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 is generating revenue 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. Among these types of programming is “feel good” programming and transmission that we produce and other stations want, due to the type of news and entertainment in the community that we promote. Eye On South Florida has been assisting and providing 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. Some of our clients currently include Hard Rock Hotel & Casino, AutoNation, Florida Metro Rail, Fort Lauderdale Chamber of Commerce, Shino Bay Dermatology, DelVecchio Pizza and Universal Insurance. We generate 50% of our revenue in production, 30% from banner advertising and 20% from distribution through other outlets, e.g.: COMCAST .

Expenses

Total Expenses. Total expenses for the three months ended November 30, 2013 were $86,985. Total expenses consisted of professional fees of $11,051, contract labor of $13,479, general and administrative expenses of $9,142 and depreciation of $53,313. Total expenses were the result of operations.

Financial Condition

Total Assets. Total assets at November 30, 2013 were $1,936,889. Total assets consist of cash of $37,643, accounts receivable of $6,400, notes receivable of $1,000, prepaid expenses of $3,830 and property and equipment of $1,888,016.

Total Liabilities. Total liabilities at November 30, 2013 were $3,067. Total liabilities consist of accrued expenses of $3,067.

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 for the three months ended November 30, 2013 of $70,835. The Company has an accumulated loss of $245,613 from January 18, 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 of $45,806. Our working capital is due to the results of operations.

Net cash used in operating activities for the three months ended November 30, 2013 was ($11,272). Net cash used in operating activities includes our net loss, accounts payable, prepaid expense, accrued expenses and current liabilities.

Net cash used in investing activities for the three months ended November 30, 2013 was ($530).

Net cash provided by financing activities for the three months ended November 30, 2013 was $0.

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 includes raising 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 in the very near future. 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.” Our director/CEO has verbally agreed to continue to fund our operations as needed over the next 12 months until cash flows are sufficient to sustain operations. Pursuant to the agreement our CEO has agreed to only the return of his capital with no interest or other consideration. In the event we require additional funding in the form of loans from our CEO, we do not know whether we will issue stock for the loans or whether we will merely prepare and sign promissory notes.

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 period January 18, 2013 (date of inception) through August 31, 2013.

The Company was organized as of January 18, 2013. Due to the limited operations and the date of inception of January 18, 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 period January 18, 2013 (date of inception) through August 31, 2013 were $25,317.

Operating Expenses.

Total Operating Expenses. Total operating expenses for the period January 22, 2013 (date of inception) through August 31, 2013 were $200,095. Total operating expenses consisted of contract labor of $39,242, professional fees of $27,286, general and administrative expenses of $7,531 and depreciation of $126,036.

Financial Condition.

Total Assets. Total assets at August 31, 2013 were $1,971,104. Total assets consist of cash and cash equivalents in the amount of $49,445, accounts receivable of $4,600, notes receivable of $1,000 and prepaid expenses of $9,581.

Total Liabilities. Total liabilities at August 31, 2013 were $767. Total liabilities consist of accrued expenses of $767.

Liquidity and Capital Resources.

The Company sustained a loss of ($174,778) 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 working capital of $63,859. Our working capital is from the results of operations.

Net cash used in operating activities for the period January 18, 2013 (date of inception) through August 31, 2013 was ($35,156). Net cash used in operating activities includes our net loss, accounts receivable, prepaid expenses and other current assets as well as accrued expenses and current liabilities.

Net cash provided by financing activities for the period January 18, 2013 (date of inception) through August 31, 2013 was $84,600. Net cash provided by financing activities includes the proceeds from stock sales of $70,000 and a capital contribution of $14,600.

Capital Resources.

We had no material commitments for capital expenditures as of August 13, 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 (Eye On Media Network, Inc.) entered into Share Exchange Agreements with the Shareholders of Eye On South Florida, Inc. 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 collectively held a total of 24,725,000 Target Shares. 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 or vendor 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 24,725,000 shares of restricted Company common stock were issued to forty-three (43) 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. Prior to the execution of the Exchange Agreement there were three million (3,000,000) shares or our common stock issued and outstanding. Upon completion of the transaction involving the Exchange Agreement, there were 27,725,000 shares of our common stock issued and outstanding.

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.

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 our capital 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 and preferred stock.


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class	Total Votes
Common Stock
Jack Namer (1) 1500 NW 65 ^th Ave. Plantation, FL 33313	511,000,000 (2)	96.83% (3)	511,000,000 (4)
Amy Nalewaik 1500 NW 65 ^th Ave. Plantation, FL 33313	10,000,000	1.89% (5)	10,000,000
Preferred Stock (6)
Jack Namer 1500 NW 65 ^th Ave. Plantation, FL 33313	50,000,000	100%	500,000,000 (7)

(1)

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

(2)

This figure represents the number of shares of common stock beneficially owned assuming that Mr. Namer would have converted all of his Series A Convertible Preferred Stock at the rate of 10 common shares for each share of his preferred stock.

(3)

This figure represents the percentage of shares of common stock beneficially owned assuming that Mr. Namer would have converted all of his Series A Convertible Preferred Stock at the rate of 10 common shares for each share of his preferred stock.

(4)

This figure represents the number of shares of common stock that Mr. Namer could vote in the event that he would have converted all of his Series A Convertible Preferred Stock at the rate of 10 common shares for each share of his preferred stock.

(5)

This figure represents the percentage of shares of common stock beneficially owned by Amy Nalewaik assuming that Mr. Namer would have converted all of his Series A Convertible Preferred Stock at the rate of 10 common shares for each share of his preferred stock.

(6)

The only class of preferred stock issued and outstanding is the Series A Convertible Preferred Stock. The Series A preferred stock has 10 votes per share and is convertible into 10 shares of our common stock at the election of the shareholder.

(7)

This figure represents the number of shares of preferred stock that Mr. Namer could vote in the event that he has not converted any of his Series A Convertible Preferred Stock.

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 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-

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 did not receive any cash or non-cash remuneration from inception through year end 2013. 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.

On January 10, 2014, 50 million shares of our Series A Convertible Preferred Stock were issued to Jack Namer, our sole officer and director. The shares were issued for services to be performed by Mr. Namer. Each share of the Series A Convertible Preferred Stock has 10 votes and is convertible into 10 shares of our common stock.

On January 22, 2014, 10 million shares of our common stock were issued to Mr. Namer in connection with the Share Exchange Agreement and the acquisition of EOSF by the Company.

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.

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-three (43) holders of an aggregate of 27,725,000 shares of our Common Stock issued and outstanding. As of January 22, 2014, there was one holder of 50 million shares of our Series A Convertible Preferred Stock.

(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

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 10, 2014, the Company issued 50,000,000 shares of our Series A Convertible Preferred Stock to Jack Namer, our sole officer and director. The Series A preferred stock has 10 votes per share and each share is convertible into 10 shares of our common stock. The shares of our Series A preferred stock were issued in exchange for services to be rendered by Mr. Namer in the present and next fiscal quarter. The Company inadvertently omitted to file a Form 8-K regarding the issuance of the Series A preferred shares. A separate Form 8-K is being filed by the Company to address the disclosures required by sections 3.02, 3.03 and 5.03 of Form 8-K. 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 Series A preferred 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, this shareholder had necessary investment intent as required by Section 4(2) since he 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.

On January 22, 2014, the Company entered into Share Exchange Agreements with the Shareholders of Eye On South Florida, Inc. 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 collectively held a total of 24,725,000 Target Shares. 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 or vendor of EOSF. A representative sample of the Exchange Agreement is attached hereto as an exhibit.

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, 27,725,000 shares of Common Stock and 50,000,000 shares of Preferred Stock were issued and outstanding.

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. On January 10, 2014, our Board of Directors executed resolutions to create a class of preferred stock known as Series A Convertible Preferred Stock. The Series A preferred stock has 10 votes per share and is convertible into 10 shares of our common stock. On January 10, 2014, the Company issued 50 million shares of the Series A preferred stock to Jack Namer, our sole officer and director. The shares of our Series A preferred stock were issued in exchange for services to be rendered by Mr. Namer in the present and next fiscal quarter. As of January 22, 2014, 50,000,000 shares of Preferred Stock were issued and outstanding.

(b) Debt Securities.

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 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.

Section 3 – Securities and Trading Markets

Item 3.03 Material Modification to Rights of Security Holders.

Section 5 – Corporate Governance and Management

Item 5.03 Amendments to Articles of Incorporation.

On January 10, 2014, our Board of Directors executed resolutions to create a class of preferred stock known as Series A Convertible Preferred Stock. The Board of Directors also determined the preferences and designations of the Series A preferred stock on January 10, 2014 in accordance with the provisions of the Company’s Articles of Incorporation. The Series A preferred stock has 10 votes per share and is convertible into 10 shares of our common stock. The designation was filed with the Florida Division of Corporations on February 28, 2014.

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, 2013 and 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

3.1

Articles of Incorporation

3.2

Amendment to Articles of Incorporation

3.3

Bylaws

10.1

Share Exchange Agreement

Code of Ethics

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

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: April 11, 2014	/s/ Jack Namer
	Jack Namer,
	Chief Executive Officer, Chairman of the Board of Directors

ARTICLES OF INCORPORATION

EYE ON MEDIA NETWORK, INC.

The undersigned, as incorporator, forms a corporation within the meaning of the applicable provisions of the Florida Statutes, Chapter 607.

ARTICLE I

Corporate Name

The name of this corporation is Eye On Media Network, Inc. (the “ Corporation ” ).

ARTICLE II

Initial Principal Office

The initial principal office for the Corporation shall be at 1500 NW 65 ^TH Avenue, Plantation, Florida 33313.

ARTICLE III

General Nature of business

The Corporation may transact any lawful business for which corporations may be incorporated under Florida law.

ARTICLE IV

Capital Stock

COMMON STOCK: The aggregate number of shares of common stock (the “ Common Stock ” ) authorized to be issued by this Corporation shall be 900,000,000, with a par value of $0.001 per share. Each share of issued and outstanding Common Stock shall entitle the holder thereof to fully participate in all shareholder meetings, to cast one vote on each matter with respect to which shareholders have the right to vote, and to share ratably in all dividends and other distributions declared and paid with respect to the Common Stock, as well as in the net assets of the corporation upon liquidation or dissolution.

PREFERRED STOCK: The Corporation is authorized to issue 750,000,000 shares of $0.001 par value preferred stock (the “ Preferred Stock ” ). The Board of Directors is expressly vested with the authority to divide any or all of the Preferred Stock into series in addition to those set forth below and to fix and determine the relative rights and preferences of the shares of each series so established, provided, however, that the rights and preferences of various series may vary only with respect to:

(a)

the rate of dividend;

(b)

whether the shares may be called and, if so, the call price and the terms

Page 1 of 3

and conditions of call;

(c)

the amount payable upon the shares in the event of voluntary and

involuntary liquidation;

(d)

sinking fund provisions, if any, for the call or redemption of the shares;

(e)

the terms and conditions, if any, on which the shares may be converted;

(f)

voting rights; and

(g)

whether the shares will be cumulative, noncumulative or partially cumulative as to dividends and the dates from which any cumulative dividends are to accumulate.

The Board of Directors shall exercise the foregoing authority by adopting a resolution setting forth the designation of each series and the number of shares therein, and fixing and determining the relative rights and preferences thereof. The Board of Directors may make any change in the designation, terms, limitations and relative rights or preferences of any series in the same manner, so long as no shares of such series are outstanding at such time.

Within the limits and restrictions, if any, stated in any resolution of the Board of Directors originally fixing the number of shares constituting any series, the Board of Directors is authorized to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of such series. In case the number of shares of any series shall be so decreased, the share constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

ARTICLE V

Registered Agent

The registered agent of the Corporation at such address is Clifford J. Hunt, Esquire, who maintains an office at 8200 Seminole Boulevard, Seminole, Florida 33772.

ARTICLE VI

Incorporator

The name and address of the corporation ’ s incorporator is:

Name

Address

Clifford J. Hunt, Esquire

8200 Seminole Boulevard

Seminole, Florida 33772

ARTICLE VII

By-Laws

The power to adopt, alter, amend or repeal by-laws of the Corporation shall be vested in the shareholders and separately in its Board of Directors, as prescribed by the by-laws of the Corporation.

ARTICLE VIII

Indemnification

If in the judgment of a majority of the entire Board of Directors, (excluding from such majority any director under consideration for indemnification), the criteria set forth in § 607.0850(1) or (2), Florida Statutes, as then in effect, have been met, then the Corporation shall indemnify any director, officer, employee or agent thereof, whether current or former, together with his or her personal representatives, devisees or heirs, in the manner and to the extent contemplated by § 607.0850, as then in effect, or by any successor law thereto.

ARTICLE IX

Effective Date of Articles

These Articles shall be effective upon filing with the Secretary of State for Florida.

ARTICLE X

Control Share Acquisition Statute Inapplicable

Section 607.0902 of the Florida Statutes regarding control share acquisitions is not applicable to this Corporation and shall not have any effect upon the voting rights relating to issued and outstanding shares of capital stock of the Corporation.

IN WITNESS WHEREOF, the undersigned, as incorporator, has hereunto set the undersigned ’ s hand and seal this 2nd day of August 2013, for the purpose of organizing this Corporation under the laws of the State of Florida.

/s/: Clifford J. Hunt

Clifford J. Hunt, Incorporator

ACKNOWLEDGMENT

Having been named to accept service of process for the above-stated Corporation, at the place designated in these articles of incorporation, I hereby accept to act in this capacity, and agree to comply with the provisions of Section 607.0501 of the Florida Statutes relative to keeping open said office.

/s/: Clifford J. Hunt

Clifford J. Hunt, Esquire

Page 2 of 3

ARTICLES OF AMENDMENT TO

ARTICLES OF INCORPORATION

EYE ON MEDIA NETWORK, INC.

Document Number P13000064240

The undersigned, being the Chief Executive Officer and Chairman of the Board of Directors of Eye On Media Network, Inc., a Florida corporation, hereby certifies that the following Amendments to the Corporation ’ s Articles of Incorporation have been adopted by the Board of Directors of the Corporation via unanimous written action without a meeting on February 21, 2014 with each director of the Company waiving notice of the meeting.

ARTICLE I

Capital Stock

Common Stock: The aggregate number of shares of stock authorized to be issued by this Corporation shall be 900,000,000 shares of common stock, each with a par value of $.001. Each share of issued and outstanding common stock shall entitle the holder thereof to fully participate in all shareholder meetings, to cast one vote on each matter with respect to which shareholders have the right to vote, and to share ratably in all dividends and other distributions declared and paid with respect to the common stock, as well as in the net assets of the corporation upon liquidation or dissolution.

Preferred Stock: The Corporation is authorized to issue 750,000,000 shares of $.001 par value Preferred Stock. The Board of Directors is expressly vested with the authority to divide any or all of the Preferred Stock into series and to fix and determine the relative rights and preferences of the shares of each series so established, provided, however, that the rights and preferences of various series may vary only with respect to:

(a)

the rate of dividend;

(b)

whether the shares may be called and, if so, the call price and the terms and conditions of call;

(d) sinking fund provisions, if any, for the call or redemption of the shares;

(e)

the terms and conditions, if any, on which the shares may be converted;

(f)

voting rights including number of votes per share; and

(g)

whether the shares will be cumulative, noncumulative or partially cumulative as to dividends and the dates from which any cumulative dividends are to accumulate.

Within the limits and restrictions, if any, stated in any resolution of the Board of Directors originally fixing the number of shares constituting any series, the Board of Directors is authorized to

increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of such series. In case the number of shares of any series shall be so decreased, the share constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

Series “ A ” Convertible Preferred Stock

SERIES “ A ” CONVERTIBLE PREFERRED STOCK

EYE ON MEDIA NETWORK, INC.

Certificate of Designations

Eye On Media Network, Inc., a Florida corporation (the “ Corporation ” ), pursuant to Section 607.0602 of the Florida Business Corporation Act, does hereby make this Certificate of Designations, Rights and Preferences and does hereby state and certify that pursuant to the authority expressly vested in the Board of Directors of the Corporation (the “ Board ” ) by the Articles of Incorporation of the Corporation (the “ Articles ” ), which authorizes the issuance of 750,000,000 shares of preferred stock, $0.001 par value per share, in one or more series, the Board duly adopted the following resolutions, which resolutions remain in full force and effect as of the date hereof:

RESOLVED , that pursuant to the Articles, the Board hereby authorizes the issuance of, and fixes the designation and preferences and rights, and qualifications, limitations and restrictions, of a series of preferred stock of the Corporation consisting of 50,000,000 shares, par value $0.001 per share, to be designated “ Series A Convertible Preferred Stock ” (hereinafter, the “ Series A Preferred Stock ” ); each share of Series A Preferred Stock shall have ten (10) votes per share and may be converted into ten (10) $0.001 par value common shares as more fully described below; and be it

RESOLVED, that each share of Series A Preferred Stock shall rank equally in all respects and shall be subject to the following terms and provisions:

Dividends . The holders of the Series A Preferred Stock shall be entitled to receive, when, if and as declared by the Board, out of funds legally available therefor, cumulative dividends payable in cash.

(a)

Dividend Periods: Dividend Rate.

(i)

Dividend Periods . The dividend periods (each, a “ Dividend Period ” ) shall be as follows: The initial Dividend Period shall begin on April 1, 2014 and end on March 31, 2015 (the “ Initial Dividend Period ” ). Thereafter, each Dividend Period shall commence on the day immediately following the last day of the preceding Dividend Period and shall end on the anniversary of the last day of the Initial Dividend Period.

(ii)

Dividend Rate . The annual interest rate at which cumulative preferred dividends will accrue on each share of Series A Preferred Stock (the “ Dividend Rate ” ), shall be 0%.

(b)

No dividends shall be declared or paid or set apart for payment on the shares of Common Stock of the Corporation for any dividend period unless full cumulative dividends have been or contemporaneously are declared and paid on the Series A Preferred Stock through the most recent Dividend Payment Date. Without prejudice to the foregoing, if full cumulative dividends have not been paid on shares of the Series A Preferred Stock, all dividends declared on shares of the Series A Preferred Stock shall be paid pro rata to the holders of outstanding shares of the Series A Preferred Stock. The Series A Preferred Stock shall not be subordinate to any other class of issued and outstanding shares of preferred stock of the Corporation regarding payment of dividends.

Voting Rights.

(a)

Except as otherwise provided herein or as provided by law, the holders of the Series A Preferred

Stock shall have full voting rights and powers, equal to the voting rights and powers of holders of Common Stock and shall be entitled to notice of any stockholders meeting in accordance with the Bylaws of the Corporation, as amended (the “ Bylaws ” ), and shall be entitled to vote, with respect to any question upon which holders of Common Stock are entitled to vote, including, without limitation, the right to vote for the election of directors, voting together with the holders of Common Stock as one class. Each share of Series A Preferred Stock shall be entitled to the ten (10) votes per share.

(b)

The Corporation shall not, without the affirmative consent or approval of the holders of shares representing at least a majority, by voting power, of the Series A Preferred Shares then outstanding, voting separately as one class, given by written consent in lieu of a meeting or by vote at a meeting called for such purpose for which notice shall have been given to the holders of the Series A Preferred Stock in the manner provided in the Bylaws of the Corporation:

(i)

in any manner authorize, create, designate, issue or sell any class or series of capital stock (including any shares of treasury stock) or rights, options, warrants or other securities convertible into or exercisable or exchangeable for capital stock or any debt security which by its terms is convertible into or exchangeable for any equity security or has any other equity feature or any security that is a combination of debt and equity, which in each case, as to the payment of dividends, distribution of assets or redemptions, including, without limitation, distributions to be made upon the liquidation, dissolution or winding up of the Corporation or a merger, consolidation or sale of the assets thereof, and which is senior to the Series A Preferred Stock;

(ii)

in any manner alter or change the terms, designations, powers, preferences or relative, optional or other special rights, or the qualifications, limitations or restrictions, of the Series A Preferred Stock;

(iii)

reclassify the shares of any class or series of subordinate stock into shares of any class or series of capital stock (A) ranking, either as to payment of dividends, distributions or assets or redemptions, including, without limitation, distributions to be made upon the liquidation, dissolution or winding up of the Corporation or a merger, consolidation or sale of assets thereof, senior to the Series A Preferred Stock or (B) which in any manner adversely affects the rights of the holders of Series A Preferred Stock in their capacity as such; or

(iv)

take any action to cause any amendment, alteration or repeal of any of the provisions of (A) the Certificate of Incorporation or (B) the Bylaws, if such amendment, alteration or repeal would have a material adverse effect on the rights of the holders of the Series A Preferred Stock or on the directors elected by the holders of the Series A Preferred Stock.

3. Rights on Liquidation .

(a)

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation (any such event being hereinafter referred to as a “ Liquidation ” ), before any distribution of assets of the Corporation shall be made to or set apart for the holders of the Common Stock and subject and subordinate to the rights of secured creditors of the Corporation, the holders of Series A Preferred Stock shall receive an amount per share equal to the greater of (i) one dollar ($1.00), adjusted for any recapitalization, stock combinations, stock dividends (whether paid or unpaid), stock options and the like with respect to such shares (the “ Liquidation Preference ” ), plus any accumulated but unpaid dividends (whether or not earned or declared) on the Series A Preferred Stock, and (ii) the amount such holder would have received if such holder has converted its shares of Series A Preferred Stock to Common Stock, subject to but immediately prior to such Liquidation. If the assets and funds of the Corporation thus distributed among the holders of Series A Preferred Stock shall be insufficient to make in full the payment herein required, such assets shall be distributed pro-rata among the holders of Series A Preferred Stock based on the aggregate Liquidation Preferences of the shares of Series A Preferred Stock held by each such holder. The Liquidation Preferences for the Series A Preferred Stock shall not be subordinate to the Liquidation

Preferences of any issued and outstanding shares of any other series of preferred stock of the Corporation that may hereafter be created.

(b)

If the assets and funds of the Corporation available for distribution to stockholders exceed the aggregate amount payable with respect to all shares of Series A Preferred Stock then outstanding, then, after the payment required by paragraph 3(a) above shall have been made or irrevocably set aside, the holders of Common Stock shall be entitled to receive payment of a pro rata portion of such remaining assets based on the aggregate number of shares of Common Stock held or deemed to be held by such holder. The holders of Series A Preferred Stock shall not have the right to participate in such aforementioned distribution.

(c)

Upon the sale by the Corporation of all or substantially all of its assets, the acquisition by the Corporation by another entity by means of any transaction or series of transactions (including, without limitation, the acquisition of the shares of capital stock of the Corporation in an amount sufficient to permit the acquiror to elect a majority of the Board of Directors of the Corporation, any reorganization, merger or consolidation, but excluding any reincorporation), or the acquisition of any of the Corporation ’ s material subsidiaries, the holders of the Series A Preferred Stock shall be treated as if such transaction were a liquidation of the Corporation, which shall entitle the holders of Series A Preferred Stock to the Liquidation Preference set forth in Section 3(a) above, as if all consideration being received by the Corporation and its stockholders in connection with such transaction were being distributed in an event of liquidation of the Corporation.

Conversion .

(a)

Right to Convert . At any time after issuance, the holder of any share or shares of Series A Preferred Stock shall have the right, at such holder ’ s option, to convert all or any lesser portion of such holder ’ s shares of Series A Preferred Stock to Common Stock of the Corporation on a ten-for-one (10:1) share basis (the “ Conversion Ratio ” ).

(b)

Mechanics of Conversion .

(i)

Such right of conversion shall be exercised by the holder of shares of Series A Preferred Stock by delivering to the Corporation a conversion notice in the form attached hereto as Exhibit A (the “ Conversion Notice ” ), appropriately completed and duly signed and specifying the number of shares of Series A Preferred Stock that the holder elects to convert (the “ Converting Shares ” ) into shares of Common Stock, and by surrender not later than two (2) business days thereafter of the certificate or certificates representing such Converting Shares. The Conversion Notice shall also contain a statement of the name or names (with addresses and tax identification or social security numbers) in which the certificate or certificates for Common Stock shall be issued, if other than the name in which the Conversion Shares are registered. As promptly as practicable after the receipt of the Conversion Notice, the Corporation shall issue and deliver, or cause to be delivered, to the holder of the Converting Shares or such holder ’ s nominee, a certificate or certificates for the number of shares of Common Stock issuable upon the conversion of such Converting Shares. Such conversion shall be deemed to have been effected as of the close of business on the date of receipt by the Corporation of the Conversion Notice (the “ Conversion Date ” ), and the person or persons entitled to receive the shares of Common Stock issuable upon conversion shall be treated for all purposes as the holder or holders of record of such shares of Common Stock as of the close of business on the Conversion Date.

(ii)

The Corporation shall issue certificates representing the shares of Common Stock to be received upon conversion of the Series A Preferred Stock (the “ Conversion Shares ” ) (and certificates for unconverted Series A Preferred Stock) as promptly as practicable following the Conversion Date and shall transmit the certificates by messenger or reputable overnight delivery service to reach the address designed by such holder as promptly as practicable after the receipt by the Corporation of such Conversion Notice. If certificates evidencing the Conversion Shares are not received by the holder within (10) business days of the Conversion Notice, then the

holder will be entitled to revoke and withdraw its Conversion Notice, in whole or in part, at any time prior to its receipt of those certificates. In lieu of delivering physical certificates representing the Conversion Shares or in payment of dividends hereunder, provided the Corporation ’ s transfer agent is participating in the Depository Trust Company ( “ DTC ” ) Fast Automated Securities Transfer ( “ FAST ” ) program, upon request of the holder, the Corporation shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion or dividend payment to the holder, by crediting the account of the holder ’ s prime broker with DTC though its Deposit Withdrawal Agent Commission ( “ DWAC ” ) system. Such holder and the Corporation agree to coordinate with DTC to accomplish this objective. The person or persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Shares at the close of business on the Conversion Date.

(iii)

In the event the Corporation is prohibited from issuing shares of Common Stock as a result of any restrictions or prohibitions under applicable law or the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization, the Corporation shall promptly as practicable use commercially reasonable efforts to seek the approval of its stockholders and take such other action to authorize the issuance of the full number of shares of Common Stock issuable upon the full conversion of the then outstanding shares of Series A Preferred Stock.

(c)

Adjustment of Conversion Ratio :

(i)

In the event the outstanding shares of Common Stock shall be subdivided by stock split, stock dividends or otherwise, into a greater number of shares of Common Stock, the Conversion Ratio then in effect shall, concurrently with the effectiveness of such subdivision, be proportionately increased. In the event the outstanding shares of Common Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Common Stock, the Conversion Ratio then in effect shall concurrently with the effectiveness of such combination or consolidation, be proportionally reduced.

(ii)

In the event the Corporation at any time or from time to time makes, or fixes a record date for the determination of holders of Common Stock entitled to receive any distribution (excluding any repurchases of securities by the Corporation not made on a pro rata basis from all holders of any class of the Corporation ’ s securities) payable in property or in securities of the Corporation other than shares of Common Stock, and other than as otherwise adjusted hereunder or as provided in subsection (i) above, then and in each such event the holders of the Series A Preferred Stock shall receive at the time of such distribution, the amount of property or the number of securities of the Corporation that they would have received had their Series A Preferred Stock been converted into Common Stock immediately prior to such event.

(iii)

Upon any liquidation, dissolution or winding up of the Corporation, if the Common Stock issuable upon conversion of the Series A Preferred Stock shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares provided for above), each share of Series A Preferred Stock shall thereafter be convertible into the number of shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the Corporation deliverable upon conversion of such share of Series A Preferred Stock shall have been entitled upon such reorganization or reclassification.

(iv)

Except as provided herein, the Corporation will not, by amendment of its Certificate of Incorporation, by the filing of a Certificate of Designation, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation but will at all times in good faith assist in the carrying out of all the provisions of this subsection (c) and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Series A Preferred Stock against impairment.

(v)

Upon the occurrence of each adjustment or readjustment of the Conversion Ratio pursuant to this subsection (c), the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Series A Preferred Stock, a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any holder of Series A Preferred Stock furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the Conversion Ratio at the time in effect, and (iii) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of the Series A Preferred Stock.

Notices of Record Date . In the Event of any fixing by the Corporation of a record date for the holders of any class of securities: (i) for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend or a dividend set forth in Section 1 hereof) or other distribution (whether in cash, property, stock or other securities) with respect to any shares of Common Stock or other securities, (ii) for the purpose of determining any right to subscribe for, purchase or otherwise acquire, or any option for the purchase of any shares of stock of any class or any other securities or property, (iii) to effect any reclassification or capitalization of its Common Stock outstanding involving a change in the Common Stock, or (iv) to merge or consolidate with or into any other Corporation, or sell, lease or convey all or substantially of its property or business, or to liquidate, dissolve or wind up, or to receive any other right, then, in connection with each such event, the Corporation shall mail to each holder of Series A Preferred Stock: (x) at least twenty (20) days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or subscription rights, and the amount and character of such dividend, distribution or subscription right (and specifying the date on which the holders of Common Stock shall be entitled thereto) or for determining rights to vote in respect of the matters referred to in clauses (i) and (ii) above; and (y) in the case of the matters referred to in clauses (iii) and (iv) above, at least twenty (20) days ’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon the occurrence of such event).

Notices . All notices, requests, consents and other communication hereunder shall be in writing, shall be mailed (A) if within the United States by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, by facsimile or e-mail (if agreed to by the Investor), or (B) if delivered from outside the United States, by international express courier, facsimile or e-mail (if agreed to by a holder of Series A Preferred Stock), and shall be deemed given (i) if delivered by first-class registered or certified mail, three business days after so mailed, (ii) if delivered by nationally recognized overnight carrier, one business day after so mailed, (iii) if delivered by International Federal Express, two business days after so mailed, (iv) if delivered by facsimile or email, upon electronic confirmation of receipt and shall be delivered as addressed as follows:

(a)

if to the Company, to:

Jack Namer, CEO

Eye On Media Network, Inc.

1500 NW 65 ^th Ave.

Plantation, FL 33313

(b)

if to a holder of Series A Preferred Stock, to the address, facsimile number or e-mail address appearing in the Corporation's stockholder records or, in either case, to such other address, facsimile number or e-mail address as the Corporation or a holder of Series A Preferred Stock may provide to the other in accordance with this Section.

Increase of Authorized Shares . The Corporation shall from time to time in accordance with the laws of the State of Florida increase the authorized amount of its Common Stock if at any time the number of shares of Common Stock remaining unissued and available for issuance is not sufficient to permit conversion of the Series A Preferred Stock.

Stock Transfer Taxes . The issuance of the stock certificates upon conversion of the Series A Preferred Stock shall be made without charge to the converting holder for any transfer tax in respect of such issue;

provided, however, that the Corporation shall be entitled to withhold any applicable withholding taxes with respect to such issue, if any. The Corporation shall not however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares in any name other than that of the holder of any of the Series A Preferred Stock converted, and the Corporation shall not be required to issue or deliver any such stock certificate unless and until the person or persons requesting the issue thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid.

IN WITNESS WHEREOF, the undersigned being a duly authorized officer of the Corporation, does file this Certificate of Designation, Rights and Preferences, hereby declaring and certifying that the facts stated herein are true and accordingly has hereunto set his hand this 21st day of February, 2014.

EYE ON MEDIA NETWORK, INC.

/s/: Jack Namer

Jack Namer,

Director and Chief Executive Officer

EXHIBIT “ A ”

EYE ON MEDIA NETWORK, INC.

CONVERSION NOTICE

Reference is made to the Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock of Eye On Media Network, Inc. (the “ Certificate of Designation ” ). In accordance with and pursuant to the Certificate of Designation, the undersigned hereby elects to convert the number of shares of Series A Convertible Preferred Stock, par value $0.001 per share (the “ Preferred Shares ” ), of Eye On Media Network, Inc., a Florida corporation (the “ Corporation ” ), indicated below into shares of Common Stock, par value $0.001 per share (the “ Common Stock ” ), of the Corporation, by tendering the stock certificate(s) representing the share(s) of Preferred Shares specified below as of the date specified below.

Date of Conversion:

Number of Preferred Shares to be converted:

Stock certificate no(s). of Preferred Shares to be converted:

Please confirm the following information:

Conversion Rate:

10 Common Shares for 1 Preferred Share

Number of shares of Common Stock

to be issued:

Number of shares of Common Stock beneficially owned or deemed beneficially owned by the Holder on the Date of Conversion: _________________________

Please issue the Common Stock into which the Preferred Shares are being converted and, if applicable, any check drawn on an account of the Corporation in the following name and to the following address:

Issue to:

Facsimile Number:

Authorization:

By:

Title:

Dated: _______________________

BYLAWS

EYE ON MEDIA NETWORK, INC.

ARTICLE I - OFFICES

SECTION 1. PRINCIPAL PLACE OF BUSINESS

The initial location of the principal place of business of the corporation shall be 1500 NW 65 ^TH Street, Plantation, Florida 33313.

The principal place of business of the corporation shall also be known as the principal office of the corporation.

SECTION 2. OTHER OFFICES

The corporation may also have offices at such other places as the board of directors may, from time to time designate or as the business of the corporation may require.

ARTICLE II - SHAREHOLDERS

SECTION 1. PLACE OF MEETINGS

All meetings of the shareholders shall be held at the principal place of business of the corporation or at such other place within or outside the State of Florida as may be determined by the board of directors.

SECTION 2. ANNUAL MEETINGS

The annual meeting of the shareholders shall be held on the second Tuesday of the month of April of each year, at which time the shareholders shall elect a board of directors and transact any other proper business. If this date falls on a legal holiday, then the meeting shall be held on the following business day.

SECTION 3. SPECIAL MEETINGS

Special meetings of the shareholders may be called by the board of directors or by the shareholders. In order for a special meeting to be called by the shareholders, 10 percent or more of all the votes entitled to be case on any issue proposed to be considered at the proposed special meeting shall sign, date and deliver to the secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held. The secretary shall issue the call for special meetings unless the president, the board of directors, or the shareholders designate another person to make the call.

SECTION 4. NOTICE OF MEETINGS

Notice of all shareholders' meetings, whether annual or special, shall be given to each shareholder of record entitled to vote at such meeting no fewer than 10 or more than 60 days before the meeting date. The notice shall include the date, time and place of the meeting and in the case of a special meeting the purpose or purposes included in the notice of special meeting may be conducted at a special shareholders' meeting.

Notice of shareholders' meetings may be given orally or in writing, by or at the direction of the president, the secretary or the officer or persons calling the meeting. Notice of meetings may be communicated in person; by telephone, telegraph, teletype, facsimile machine, or other form of electronic communication; or by mail. If mailed, notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at the shareholder's address as it appears on the stock transfer books of the corporation, with postage prepaid.

When a meeting is adjourned to a different date, time or place, it shall not be necessary to give any notice of the adjourned meeting if the new date, time or place is announced at the meeting at which the adjournment is taken, and any business may be transacted at the adjourned meeting that might have been transacted on the original date of the meeting. If, however, after the adjournment, the board fixes a new record date for the adjourned meeting, notice of the adjourned meeting in accordance with the preceding paragraphs of this bylaw shall be given to each person who is a shareholder as of the new record date and is entitled to vote at such meeting.

SECTION 5. WAIVER OF NOTICE

A shareholder may waive any notice required by the Business Corporation Act, the articles of incorporation or these bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records. Neither the business to be transacted at nor the purpose of any annual or special meeting of the shareholders need be specified in any written waiver of notice.

SECTION 6. ACTION WITHOUT MEETING

Any action which is required by law to be taken at an annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice, and without a vote if one or more written consents, setting forth the action so taken, shall be dated and signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Written consents shall not be effective to take corporate action unless, within 60 days of the date of the earliest written consent relating to the action, the signed written consents of the number of holders required to take the action are delivered to the corporation.

Within 10 days after obtaining any such authorization by written consent, notice must be given to those shareholders who have not consented in writing or who are entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action.

SECTION 7. QUORUM AND SHAREHOLDER ACTION

A majority of the shares entitled to vote, represented in person or proxy, shall constitute a quorum at a meeting of shareholders. Unless otherwise provided under law, the articles of incorporation or these bylaws, if a quorum is present, action on a matter, other than the election of directors, shall be approved if the votes cast by the holders of the shares represented at the meeting and entitled to vote favoring the action exceed the votes cast opposing the action. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

After a quorum has been established at a shareholders' meeting, the subsequent withdrawal of shareholders, so as to reduce the number of shares entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.

SECTION 8. VOTING OF SHARES

Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except as may be provided under law or the articles of incorporation. A shareholder may vote either in person or by proxy executed in writing by the shareholder or the shareholder's duly authorized attorney-in-fact.

At each election of directors, each shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by the shareholder, for as many persons as there are directors to be elected at that time and for whose election the shareholder has a right to vote.

SECTION 9. PROXIES

A shareholder, or the shareholder's attorney-in-fact, may appoint a proxy to vote or otherwise act for the shareholder. An executed telegram or cablegram appearing to have been transmitted by such person, or a photographic, photostatic, or equivalent reproduction of an appointment form, shall be a sufficient appointment form.

An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for up to 11 months unless a longer period is specified in the appointment form.

An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is revocable and the appointment is coupled with an interest as

provided in Section 607.0722(5) of the Business Corporation Act.

SECTION 10. RECORD DATE FOR DETERMINING SHAREHOLDERS

The board of directors may fix in advance a date as the record date for the purpose of determining shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action. In no event may a record date fixed by the board of directors be a date preceding the date upon which the resolution fixing the record date is adopted. A record date may not be specified to be more than 70 days before the meeting or action.

Unless otherwise specified by resolution of the board of directors, the following record dates shall be operative:

The record date for determining shareholders entitled to demand a special meeting is the date the first shareholder delivers the shareholder's demand to the corporation.

If no prior action is required by the board of directors pursuant to the Business Corporation Act, the record date for determining shareholders entitled to take action without a meeting is the date the first signed written consent relating to the proposed action is delivered to the corporation.

If prior action is required by the board of directors pursuant to the Business Corporation Act, the record date for determining shareholders entitled to take action without a meeting is at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

The record date for determining shareholders entitled to notice of and to vote at a meeting of shareholders is at the close of business on the day before the first notice is delivered to the shareholders.

SECTION 11. SHAREHOLDERS' LIST

After a record date is fixed or determined in accordance with these bylaws, the secretary shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list shall show the addresses of, and the number and class and series, if any, of shares held by, each person.

The shareholders' list shall be available for inspection by any shareholder for a period of 10 days prior to the meeting, or such shorter time as exists between the record date and the meeting, and continuing through the meeting, at the corporation's principal place of business.

ARTICLE III - DIRECTORS

SECTION 1. POWERS

Except as may be otherwise provided by law or the articles of incorporation, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the board of directors.

A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken shall be deemed to have assented to the action taken unless:

The director votes against or abstains from the action taken; or

The director objects at the beginning of the meeting, or promptly upon the director's arrival, to holding the meeting or transacting specified business at the meeting.

The board of directors shall have the authority to fix the compensation of directors.

SECTION 2. QUALIFICATION AND NUMBER

Directors shall be individuals who are 18 years of age or older but need not be residents of Florida or shareholders of this corporation.

The authorized number of directors shall be 7 and the corporation shall have at least one director at all times. This number may be increased or decreased from time to time by amendment to these bylaws, but no decrease shall have the effect of shortening the term of any incumbent director.

SECTION 3. ELECTION AND TENURE OF OFFICE

The directors shall be elected at each annual meeting of the shareholders and each director shall hold office until the next annual meeting of shareholders and until the director's successor has been elected and qualified, or until the director's earlier resignation or removal from office.

SECTION 4. VACANCIES

Unless otherwise provided in the articles of incorporation, any vacancy occurring in the board of directors, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the board of directors, or by the shareholders.

A director elected to fill a vacancy shall hold office only until the next shareholders' meeting at which directors are elected.

SECTION 5. REMOVAL

Unless the articles of incorporation provide that a director may only be removed for cause, at a meeting of shareholders called expressly for that purpose, one or more directors may be removed, with or without cause, if the number of votes cast to remove the director exceeds the number of votes cast not to remove the director.

SECTION 6. PLACE OF MEETINGS

Meetings of the board of directors shall be held at any place, within or without the State of Florida, which has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at the principal place of business of the corporation or as may be designated from time to time by resolution of the board of directors.

The board of directors may permit any or all directors to participate in meetings by, or conduct the meeting through the use of, any means of communication by which all directors participating can simultaneously hear each other during the meeting.

SECTION 7. ANNUAL AND REGULAR MEETINGS

An annual meeting of the board of directors shall be held without call or notice immediately after and at the same place as the annual meeting of the shareholders.

Other regular meetings of the board of directors shall be held at such times and places as may be fixed from time to time by the board of directors. Call and notice of these regular meetings shall not be required.

SECTION 8. SPECIAL MEETINGS AND NOTICE REQUIREMENTS

Special meetings of the board of directors may be called by the chairman of the board or by the president and shall be preceded by at least 2 days' notice of the date, time and place of the meeting. Unless otherwise required by law, the articles of incorporation or these bylaws, the notice need not specify the purpose of the special meeting.

Notice of directors' meetings may be given orally or in writing, by or at the direction of the president, the secretary or be communicated in person; by telephone, telegraph, teletype, facsimile machine, or other form of electronic communication; or by mail. If mailed, notice shall be deemed to be delivered when deposited in the United States mail, addressed to the director at the director's current address on file with the corporation, with postage prepaid.

If any meeting of directors is adjourned to another time or place, notice of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of adjournment, to the other directors.

SECTION 9. QUORUM

A majority of the authorized number of directors shall constitute a quorum for all meetings of the board of directors.

SECTION 10. VOTING

If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present at the meeting shall be the act of the board of directors.

A director of the corporation who is present at a meeting of the board of directors when corporate action is taken shall be deemed to have assented to the action taken unless:

1. The director objects at the beginning of the meeting, or promptly upon arriving, to holding the meeting or transacting specified business at the meeting; or

2. The director votes against or abstains from the action taken.

SECTION 11. WAIVER OF NOTICE

Notice of a meeting of the board of directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

SECTION 12. ACTION WITHOUT A MEETING

Any action required or permitted to be taken at a board of directors' meeting or committee meeting may be taken without a meeting if the action is taken by all members of the board of directors or of the committee. The action must be evidenced by one or more written consents describing the action taken and signed by each director or committee member.

ARTICLE IV - OFFICERS

SECTION 1. OFFICERS

The officers of the corporation shall consist of a president, a secretary, a treasurer, and such other officers as the board of directors may appoint. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the board of directors.

The same individual may simultaneously hold more than one office in the corporation.

Each officer shall have the authority and shall perform the duties set forth in these bylaws and, to the extent consistent with these bylaws, shall have such other duties and powers as may be determined by the board of directors or by direction of any officer authorized by the board of

directors to prescribe the duties of other officers.

SECTION 2. ELECTION

All officers of the corporation shall be elected or appointed by, and serve at the pleasure of, the board of directors.

The election or appointment of an officer shall not itself create contract rights.

SECTION 3. REMOVAL, RESIGNATION AND VACANCIES

An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, the board of directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.

The board of directors may remove any officer at any time with or without cause. Any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.

An officer's removal shall not effect the officer's contract rights, if any, with the corporation. An officer's resignation shall not affect the corporation's contract rights, if any, with the officer.

Any vacancy occurring in any office may be filled by the board of directors.

SECTION 4. PRESIDENT

The president shall be the chief executive officer and general manager of the corporation and shall, subject to the direction and control of the board of directors, have general supervision, direction, and control of the business and affairs of the corporation. He shall preside at all meetings of the shareholders if present thereat and be an ex-officio member of all the standing committees, including the executive committee, if any, and shall have the general powers and duties of management usually vested in the office of president of a corporation.

In the absence or disability of the president, the vice-president, if any, shall perform all the duties of the president and, when so acting, shall have all the powers of, and be subject to all the restrictions imposed upon, the president.

SECTION 5. SECRETARY

(a) The secretary shall be responsible for preparing, or causing to be prepared, minutes of all meetings of directors and shareholders and for authenticating records of the corporation.

(b) The secretary shall keep, or cause to be kept, at the principal place of business of the

corporation, minutes of all meetings of the shareholders or the board of directors; a record of all actions taken by the shareholders or the board of directors without a meeting for the past three years; and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.

(c) Minutes of meetings shall state the date, time and place of the meeting; whether regular or special; how called or authorized; the notice thereof given or the waivers of notice received; the names of those present at directors' meetings; the number of shares present or represented at shareholders' meetings; and an account of the proceedings thereof.

(d) The secretary shall maintain, at the principal place of business of the corporation, a record of its shareholders, showing the names of the shareholders and their addresses, the number, class, and series, if any, held by each, the number and date of certificates issued for shares, and the number and date of cancellation of every certificate surrendered for cancellation.

(e) The secretary shall make sure that the following papers and reports are included in the secretary's records kept at the principal place of business of the corporation:

The articles or restated articles of incorporation and all amendments to them currently in effect;

The bylaws or restated bylaws and all amendments to them currently in effect;

Resolutions adopted by the board of directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding;

Minutes of all shareholders' meetings and records of all action taken by shareholders without a meeting for the past 3 years;

Written communications to all shareholders generally or all shareholders of a class or series within the past 3 years, including the financial statements furnished for the past 3 years under Article VI, Section 2 of these bylaws and any reports furnished during the last 3 years under Article VI, Section 3 of these bylaws;

A list of the names and business street addresses of current directors and officers; and

The corporation's most recent annual report delivered to the Department of State under Article VI, Section 4 of these bylaws.

(f) The secretary shall give, or cause to be given, notice of all meetings of shareholders and directors required to be given by law or by the provisions of these bylaws.

(g) The secretary shall have charge of the seal of the corporation.

(h) In the absence or disability of the secretary, the assistant secretary, or, if there is none or more than one, the assistant secretary designated by the board of directors, shall have all the powers of, and be subject to all the restrictions imposed upon, the secretary.

SECTION 6. TREASURER

The treasurer shall have custody of the funds and securities of the corporation and shall keep and maintain, or cause to be kept and maintained, at the principal business office of the corporation, adequate and correct books and records of accounts of the income, expenses, assets, liabilities, properties and business transactions of the corporation.

The treasurer shall prepare, or cause to be prepared, and shall furnish to shareholders, the annual financial statements and other reports required pursuant to Article VI, Sections 2 and 3 of these bylaws.

The treasurer shall deposit monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the board of directors. The treasurer shall disburse the funds of the corporation in payment of the just demands against the corporation as authorized by the board of directors and shall render to the president and directors, whenever requested, an account of all his or her transactions as treasurer and of the financial condition of the corporation.

In the absence or disability of the treasurer, the assistant treasurer, if any, shall perform all the duties of the treasurer and, when so acting, shall have all the powers of and be subject to all the restrictions imposed upon the treasurer.

SECTION 7. COMPENSATION

The officers of this corporation shall receive such compensation for their services as may be fixed by resolution of the board of directors.

ARTICLE V - EXECUTIVE AND OTHER COMMITTEES

SECTION 1. EXECUTIVE AND OTHER COMMITTEES OF THE BOARD

The board of directors may, by resolution adopted by a majority of the authorized number of directors, designate from its members an executive committee and one or more other committees each of which, to the extent provided in such resolution, the articles of incorporation of these bylaws, shall have and may exercise the authority of the board of directors, except that no such committee shall have the authority to:

Approve or recommend to shareholders actions or proposals required by law to be

approved by shareholders.

Fill vacancies on the board of directors or any committee thereof.

Adopt, amend, or repeal the bylaws.

Authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the board of directors.

Authorize or approve the issuance or sale or contract for the sale of shares, or determine the designation and relative rights, preferences, and limitations of a voting group except that the board of directors may authorize a committee (or a senior executive officer of the corporation) to do so within limits specifically prescribed by the board of directors.

Each such committee shall have two or more members who serve at the pleasure of the board of directors. The board, by resolution adopted by a majority of the authorized number of directors, may designate one or more directors as alternate members of any such committee who may act in the place and stead of any absent member or members at any meeting of such committee.

The provision of law, the articles of incorporation and these bylaws which govern meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors shall apply to such committees of the board and their members as well.

Neither the designation of any such committee, the delegation thereto of authority, nor action by such committee pursuant to such authority shall alone constitute compliance by any member of the board of directors not a member of the committee in question with the director's responsibility to act in good faith, in a manner the director reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in like position would use under similar circumstances.

ARTICLE VI - CORPORATE BOOKS, RECORDS AND REPORTS

SECTION 1. BOOKS, RECORDS AND REPORTS

The corporation shall keep correct and complete books and records of account; minutes of the proceedings of its shareholders, board of directors, and committees of directors; a record of its shareholders; and such other records and reports as are further described in Article IV, Sections 5 and 6 of these bylaws, at the principal place of business of the corporation.

Any books, records and minutes may be in written form or in another form capable of being converted into written form within a reasonable time.

SECTION 2. ANNUAL FINANCIAL STATEMENTS FOR SHAREHOLDERS

Unless modified by resolution of the shareholders within 120 days of the close of each fiscal year, the corporation shall furnish its shareholders annual financial statements which may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flow for that year. If financial statements are prepared on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, the accountant's report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's accounting records:

Stating the person's reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation, and

Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within such additional time thereafter as is reasonably necessary to enable the corporation to prepare its financial statements if, for reasons beyond the corporation's control, it is unable to prepare its financial statements within the prescribed period. Thereafter, on written request from a shareholder who was not mailed the statements, the corporation shall mail the shareholder the latest financial statements.

Copies of the annual financial statements shall be kept at the principal place of business of the corporation for at least 5 years, and shall be subject to inspection during business hours by any shareholder or holder of voting trust certificates, in person or by agent.

SECTION 3. OTHER REPORTS TO SHAREHOLDERS

If the corporation indemnifies or advances expenses to any director, officer, employee, or agent, other than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the corporation, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders' meeting, or prior to such meeting if the indemnification or advance occurs after the giving of such notice but prior to the time that such meeting is held. The report shall include a statement specifying the persons paid, the amounts paid, and the nature and status at the time of such payment of the litigation or threatened litigation.

If the corporation issues or authorizes the issuance of shares for promises to render services in the future, the corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders' meeting.

SECTION 4. ANNUAL REPORT TO DEPARTMENT OF STATE

The corporation shall prepare and deliver an annual report form to the Department of State each year within the time limits imposed, and containing the information required, by Section 607.1622 of the Business Corporation Act.

SECTION 5. INSPECTION BY SHAREHOLDERS

(a)

A shareholder of the corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, the records of the corporation described in Article IV, Section 5(e) of these bylaws if the shareholder gives the secretary written notice of the shareholder's demand at least 5 business days before the date on which the shareholder wishes to inspect and copy.

(b)

A shareholder of this corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (c) below and gives the corporation written notice of the shareholder's demand at least 5 business days before the date on which the shareholder wishes to inspect and copy:

Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders, and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under subsection (a) above;

Accounting records of the corporation;

The record of shareholders; and

Any other books and records of the corporation.

(c)

A shareholder may inspect and copy the records described in subsection (b) above only if:

The shareholder's demand is made in good faith and for a purpose reasonably related to the shareholder's interest as a shareholder;

The demand describes with reasonable particularity the shareholder's purpose and the records the shareholder desires to inspect; and

The records requested are directly connected with the shareholder's purpose.

(d)

This section of the bylaws does not affect:

The right of a shareholder to inspect and copy records under Article II, Section 11 of these bylaws;

The power of a court, independently of the Business Corporation Act, to compel the production of corporate records for examination.

SECTION 5. INSPECTION BY DIRECTORS

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind of the corporation and to inspect the physical properties of the corporation. Such inspection by a director may be made in person or by agent or attorney. The right of inspection includes the right to copy and make extracts.

ARTICLE VII - INDEMNIFICATION AND INSURANCE

SECTION 1. INDEMNIFICATION UNDER BCA SECTION 607.0850

The corporation shall have the power to indemnify any director, officer, employee, or agent of the corporation as provided in Section 607.0850 of the Business Corporation Act.

SECTION 2. ADDITIONAL INDEMNIFICATION

The corporation may make any other or further indemnification or advancement of expenses of any of its directors, officers, employees, or agents, under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in the person's official capacity and as to action in another capacity while holding such office. However, such further indemnification or advancement of expenses shall not be made in those instances specified in Section 607.0850(7)(a-d) of the Business Corporation Act.

SECTION 3. COURT ORDERED INDEMNIFICATION

Unless otherwise provided by the articles of incorporation, notwithstanding the failure of the corporation to provide indemnification, and despite any contrary determination of the board or of the shareholders in the specific case, a director, officer, employee, or agent of the corporation who is or was a party to a proceeding may apply for indemnification or advancement of expenses, or both, to the court conducting the proceeding, to the circuit court, or to another court of competent jurisdiction in accordance with Section 607.0850(9) of the Business Corporation Act.

SECTION 4. INSURANCE

The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation against any

liability asserted against the person and incurred by the person in any such capacity or arising our of the person's status as such, whether or not the corporation would have the power to indemnify the person against such liability under provisions of law.

ARTICLE VIII - SHARES

SECTION 1. ISSUANCE OF SHARES

The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, promises to perform services evidenced by a written contract, or other securities of the corporation.

Before the corporation issues shares, the board of directors shall determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and non-assessable.

When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and non-assessable. Consideration in the form of a promise to pay money or a promise to perform services is received by the corporation at the time of the making of the promise, unless the agreement specifically provides otherwise.

The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid, or the benefits received. If the services are not performed, the shares escrowed or restricted and the distributions credited may be canceled in whole or part.

SECTION 2. CERTIFICATES

After shares in the corporation have been fully paid, the holder of the shares shall be given a certificate representing the shares. At a minimum, each share certificate shall state on its face the following information:

The name of the corporation and that the corporation is organized under the laws of Florida;

The name of the person to whom issued;

The number and class of shares and the designation of the series, if any, the certificate represents.

Each certificate shall be signed, either manually or in facsimile, by the president or a vice president and by the secretary or an assistant secretary of the corporation and may bear the seal of the corporation.

ARTICLE IX - DIVIDENDS

SECTION 1. PAYMENT OF DIVIDENDS

The board of directors may authorize, and the corporation may make, dividends on its shares in cash, property, or its own shares and other distributions to its shareholders, subject to any restrictions contained in the articles of incorporation, to the requirements of Sections 607.0623 and 607.06401 of the Business Corporation Act, and to all applicable provisions of law.

ARTICLE X - AMENDMENT OF ARTICLES AND BYLAWS

SECTION 1. AMENDMENT OF ARTICLES OF INCORPORATION

The board of directors may propose one or more amendments to the articles of incorporation for submission to the shareholders. For the amendment to be effective:

The board of directors must recommend the amendment to the shareholders, unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the amendment; and

The shareholders entitled to vote on the amendment must approve the amendment as provided below.

The board of directors may condition its submission of the proposed amendment to the shareholders on any basis. The shareholders shall approve amendments to the articles of incorporation by the vote of a majority of the votes entitled to be cast on the amendment, except as may otherwise be provided by the articles of incorporation, Sections 607.1003 and 607.1004 of the Business Corporation Act and other applicable provisions of law, and these bylaws.

The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting to amend the articles of incorporation in accordance with Article II, Section 4 of these bylaws. The notice of meeting must state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.

Notwithstanding the above provisions of this section and unless otherwise provided in the articles of incorporation, if this corporation has 35 or fewer shareholders then, pursuant to Section 607.1002(6) of the Business Corporation Act, the shareholders may amend the articles of

incorporation without an act of the directors at a meeting of the shareholders for which the notice of the changes to be made is given.

SECTION 2. AMENDMENT OF BYLAWS

The board of directors may amend or repeal these bylaws unless:

The articles of incorporation or the Business Corporation Act reserves the power to amend the bylaws generally or a particular bylaw provision exclusively to the shareholders; or

The shareholders, in amending or repealing the bylaws generally or a particular bylaw provision, provide expressly that the board of directors may not amend or repeal the bylaws or that bylaw provision.

The shareholders may amend or repeal these bylaws even though the bylaws may also be amended or repealed by the board of directors.

CERTIFICATE

This is to certify that the foregoing is a true and correct copy of the Bylaws of the corporation named in the title thereto and that such Bylaws were duly adopted by the board of directors of the corporation on the date set forth below.

Dated: August 7, 2013

/s/: Jack Namer

By: Jack Namer, President

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:

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.

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.

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

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

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.

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.

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.

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:

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.

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.

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

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

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.

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

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.

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.

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.

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

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.

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.

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

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

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

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

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

EYE ON MEDIA NETWORK, INC.

Code of Business Conduct and Ethics

(Adopted by the Board of Directors on January 14, 2014)

INTRODUCTION

This Code of Business Conduct and Ethics covers a wide range of business practices and procedures. It does not cover every issue that may arise but it sets out basic principles to guide all employees of Eye On Media Network, Inc. and its subsidiaries, if any (the “Company”). All of our officers, directors and employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. The code should also be provided to and followed by the Company’s agents and representatives, including consultants.

If a law conflicts with a policy in this Code, you must comply with the law. If you have any questions about these conflicts, you should ask your supervisor how to handle the situation.

Those who violate standards in this Code will be subject to disciplinary action, up to and including termination of employment. If you are in a situation that you believe may violate or lead to a violation of this Code, follow the guidelines described in Section 14 of this Code.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

Obey the law, both in letter and in spirit, is the foundation on which our ethical standards are built. All employees must respect and obey the laws of the cities, states and countries in which we operate. Although not all employees are expected to know the details of these laws, it is important to know enough about them to determine when to seek advice from supervisors, managers or other appropriate personnel.

CONFLICTS OF INTEREST

A “conflict of interest” exists when a person’s private interests interferes in any way with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and efficiently. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of, employees and their family members may create conflicts of interest.

It is almost always a conflict of interest for a Company employee to work simultaneously for a competitor, customer or supplier. You are not allowed to work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf. Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by our Board of Directors. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or consult with the procedures described in Section 14 of this Code.

INSIDER TRADING

Employees who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of our business. All non-public information about the Company should be considered confidential information. To use non-public information for personal financial

benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical but also illegal.

CORPORATE OPPORTUNITIES

Employees, officer and directors are prohibited from taking for themselves personally, opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors. No employee may use corporate property, information or position for improper personal gain, and no employee may compete with the Company, directly or indirectly.

COMPETITION AND FAIR DEALING

We seek to outperform our competition fairly and honestly. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each officer, director and employee should respect the rights of and deal fairly with the Company’s customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift, or entertainment should ever be offered, given, provided or accepted by any Company employee, family member of an employee or agent, unless it (a) is not in cash, (b) is consistent with customary business practices, (c) is not excessive in value, (d) cannot be construed as a bribe or payoff and (e) does not violate any laws or regulations. Please discuss with your supervisor any gifts or proposed gifts that you are not certain are appropriate.

DISCRIMINATION AND HARASSMENT

The diversity of the Company’s employees is a tremendous asset. We are firmly committed to providing equal opportunity in all respects aspects of employment and will not tolerate illegal discrimination or harassment of any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances.

HEALTH AND SAFETY

The Company strives to provide each employee with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of alcohol and/or illegal drugs in the workplace will not be tolerated.

RECORD-KEEPING

The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked should be reported.

Many employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or the Company’s controller or chief financial officer.

All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform to both applicable legal requirements and to the Company’s systems of accounting and internal controls. Unrecorded or “off the books” finds or assets should not be maintained unless permitted by applicable laws or regulations.

Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos and formal reports. Records should always be retained or destroyed according to the Company’s record retention policies. In accordance with these policies, in the event of litigation or governmental investigation please consultant your supervisor. All e-mail communications are the property of the Company and employees, officers and directors should not expect that Company or personal e-mail communications are private. All e-mails are the property of the Company. No employee, officer or director shall use Company computers, including to access the internet, for personal or non-Company business.

CONFIDENTIALITY

Employees must maintain the confidentiality of confidential information entrusted to them by the Company or its customers, except when disclosure is required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends. In connection with this obligation, employees, officers and directors may be required to execute confidentiality agreements confirming their agreement to be bound not to disclose confidential information. If you are uncertain whether particular information is confidential or non-public, please consult your supervisor.

10.

PROTECTION AND PROPER USE OF COMPANY ASSETS

All officers, directors and employees should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-Company business.

The obligation of officers, directors and employees to protect the Company’s assets includes it proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.

11.

PAYMENTS TO GOVERNMENT PERSONNEL

The Unites States Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.

In addition, the U. S. government has a number of laws and regulations regarding business gratuities that may be accepted by U. S. government personnel. The promise, offer or delivery to an official or employee of the U. S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy, but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules.

12.

WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS

Any waiver of the provisions of this Code may be made only by the Board of Directors and will be promptly disclosed as required by law or stock exchange rule or regulation.

13.

REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

Employees are encouraged to talk with supervisors, managers or Company officials about observed illegal or unethical behavior, and when in doubt about the best course of action in a particular situation. It is the Company’s policy not to allow retaliation for reports of misconduct by others made in good faith by employees. Employees are

expected to cooperate in internal investigations of misconduct, and the failure to do so could serve as grounds for termination.

Any employee may submit a good faith concern regarding questionable accounting or auditing matters without fear of dismissal or retaliation of any kind.

14.

COMPLIANCE PROCEDURES

We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations, it is difficult to know if a violation has occurred. Since we cannot anticipate every situation that may arise, it is important that we have a way to approach a new question or problem. These are steps to keep in mind:

Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.

•

Ask yourself, what specifically you are being asked to do - does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.

•

Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.

Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Keep in mind that it is your supervisor’s responsibility to help solve problems. If your supervisor does not or cannot remedy the situation, or you are uncomfortable bringing the problem to the attention of your supervisor, bring the issue to the attention of the human resources supervisor, or to an officer of the Company.

You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. The Company does not permit retaliation of any kind for good faith reports of ethical violations.

Always ask first, - act later. If you are unsure of what to do in any situation, seek guidance before you act.

EYE ON MEDIA NETWORK, INC.

Code of Ethics for the President

and Senior Financial Officers

(Adopted by the Board of Directors on January 14, 2014)

Eye On Media Network, Inc. (the “Company”) has a Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company. The President, Chief Executive Officer (CEO) and senior financial officers who are in place at any given time in the employ of Eye On Media Network, Inc. are bound by the provisions set forth therein relating to ethical conduct, conflicts of interest and compliance with law. In addition to the Code of Business Conduct and Ethics, the President, Chief Executive Officer (CEO) and senior financial officers who are in place at any given time in the employ of Eye On Media Network, Inc. are also subject to the following specific policies:

1..

The President, CEO and senior financial officers in the employ of Eye On Media Network, Inc. are responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports and other filings required to be made by the Company with the Securities and Exchange Commission. Accordingly, it is the responsibility of the President, CEO and senior financial officers in the employ of Eye On Media Network, Inc. to promptly to bring to the attention of the Board of Directors any material information of which he or she may become aware that affects the

disclosures made by the Company in its public filings or otherwise impairs the ability of the Company to make full, fair, accurate, timely and understandable public disclosures.

The President, CEO and senior financial officers in the employ of Eye On Media Network, Inc. shall promptly bring to the attention of the Company’s Audit Committee any information he or she may have concerning (a) significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.

The President, CEO and senior financial officers in the employ of Eye On Media Network, Inc. shall promptly bring to the attention of the Board of Directors and the Audit Committee any information he or she may have concerning any violation of the Company’s Code of Business Conduct and Ethics, including any actual or apparent conflicts of interest between personal and processional relationships, involving management or other employees who have a significant rule in the Company’s financial reporting, disclosures or internal controls.

The President, CEO and senior financial officers in the employ of Eye On Media Network, Inc. shall promptly bring to the attention of the Board of Directors and Audit Committee any information he or she may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof, or of violation of the Code of Business Conduct and Ethics or of these additional procedures.

The Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of the Code of Business Conduct and Ethics of these additional procedures by the CEO and the Company’s senior financial officers. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Code of Business Conduct and Ethics and to these additional procedures, and shall include written notices to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion or reassignment of the individual involved, suspension with or without pay or benefits (as determined by the Board) and termination of the individual’s employment. In determining what action is appropriate in a particular case, the Board of Directors or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.

ADOPTED AND APPROVED this 14th day of January 2014.

EYE ON MEDIA NETWORK, INC.

/s/: Jack Namer

Jack Namer,

Chairman of the Board of Directors

Exhibit 21

List of Subsidiaries

Eye On South Florida, Inc., a Florida corporation

FINANCIAL STATEMENTS

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		200,095

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		84,600	$

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:

persuasive evidence of an arrangement exists

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

the sales price is fixed or determinable

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

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:

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 22,037,000 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 stock for 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

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.

/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 investing 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

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

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

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

Financial Instruments

Fair Value Estimates



	·	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

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:

persuasive evidence of an arrangement exists

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

the sales price is fixed or determinable

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 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.

Cash and Cash Equivalents

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

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

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

Income taxes

Earnings (loss) per share

Going Concern

Recent Accounting Pronouncements

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

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.

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		(174,778)		(500)		500		(174,778)
								-
Total equity		1,970,337		2,500		-		1,972,837

Total liabilities and equity	$	1,971,104	$	5,500	$	-	$	1,976,604



		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)

Notes to Pro Forma Financial Statements

The pro forma balance sheets present the balance sheet of Eye on South Florida (EOSF) as of August 31, 2013 and the balance sheet of Eye of Media Network (EOMN) after the issuance of shares to acquire EOSF as if the acquisition had occurred on the balance sheet date. At August 31, 2013 EOMN would have only issued 24,690,000 shares to acquire 100% of the outstanding shares of EOSF. At January 22, 2014, EOMN actually issued 24,725,000 shares to acquire 100% of the stock of EOSF.

On August 31, 2013, Eye on Media Network would have issued 24,690,000 shares to acquire 100% of the stock of Eye on South Florida. This stock is shown issued at the par value of EOMN since the transaction is recorded as a reverse merger. The offset to the stock issued is posted to additional paid in capital. In consolidation, the stock in EOSF that was held by EOMN was eliminated out, along with the retained deficit to date of EOMN. The difference was posted to the additional paid in capital of the combined entity. All the assets and liabilities of the combined entities survive intact.


		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)

Notes to Pro Forma Financial Statements

The pro forma balance sheets present the balance sheet of Eye on South Florida (EOSF) as of November 30, 2013 and the balance sheet of Eye of Media Network (EOMN) after the issuance of shares to acquire EOSF as if the acquisition had occurred on the balance sheet date. At November 30, 2013 EOMN would have only issued 24,690,000 shares to acquire 100% of the outstanding shares of EOSF. At January 22, 2014, EOMN actually issued 24,725,000 shares to acquire 100% of the stock of EOSF.

On November 30, 2013, Eye on Media Network would have issued 24,690,000 shares to acquire 100% of the stock of Eye on South Florida. This stock is shown issued at the par value of EOMN since the transaction is recorded as a reverse merger. The offset to the stock issued is posted to additional paid in capital. In consolidation, the stock in EOSF that was held by EOMN was eliminated out, along with the retained deficit to date of EOMN. The difference was posted to the additional paid in capital of the combined entity. All the assets and liabilities of the combined entities survive intact.