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EYE ON MEDIA NETWORK, INC. FILES (8-K) Disclosing Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Change in Shell Company Status, Financial Statements and Exhibits

January 28, 2014

Item 2.01 Completion of Acquisition or Disposition of Assets. On January 22, 2014 , the Company entered into Share Exchange Agreements (collectively referred to as the "Exchange Agreement") with the thirty-eight (38) shareholders ("Shareholders") of Eye On South Florida, Inc. ("EOSF"). Pursuant to the Exchange Agreement, the Shareholders agreed to exchange each of their shares of EOSF common stock (the "Target Shares") for one (1) share of restricted common stock of the Company. The Shareholders are all friends, business associates or family members of our sole officer and director, Jack Namer . Each Shareholder is a sophisticated investor and was a founding member of EOSF. A representative sample of the Exchange Agreement is attached hereto as an exhibit. Consideration for the Exchange Agreement consisted of one share of restricted common stock of the Company for each Target Share tendered by the Shareholders in the exchange. A total of 24,690,000 shares of restricted Company common stock were issued to forty (40) Shareholders for the Target Shares. The receipt of the Target Shares was determined by the Company Board of Directors to constitute adequate consideration for issuance of the Company common stock as a result of the value of the assets of EOSF. Item 2.01(f) Form 10 Information Business (a) Business Development Eye On Media Network, Inc. ("we", "us", "our", or the "Company") was incorporated in the State of Florida on August 2, 2013 . Since inception on August 2, 2013 , the Company has been engaged in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination and had made no efforts to identify a possible business combination. The business purpose of the Company has been to seek the acquisition of or merger with, and existing company. The Company selected August 31 as its fiscal year end. We are a reporting company and file all reports required under sections 13 and 15d of the Exchange Act. (b) Implications of Being an Emerging Growth Company We qualify as an emerging growth company as that term is used in the Jumpstart Our Business Startups Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions included: (i) A requirement to have only two years of audited financial statements and only two years of related Management Discussion & Analysis disclosures; (ii) Exemption from the auditor attestation requirement in the assessment of the emerging growth company's internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002; (iii) Reduced disclosure about the emerging growth company's executive compensation arrangements; and (iv) No non-binding advisory votes on executive compensation or golden parachute arrangements. We have already taken advantage of these reduced reporting burdens, which are also available to us as a smaller reporting company as defined under Rule 12b-2of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the "Securities Act") for complying with new or revised accounting standards. We are choosing to utilize the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act. This election allows our Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. We could remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion , (ii) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) which issued more than $1 billion in non-convertible debt during the preceding three-year period. (c) Business of Issuer As of August 31, 2013 , the Company, based on proposed business activities, was a "blank check" company. The U.S. Securities and Exchange Commission (the "SEC") defines those companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies." Under SEC Rule 12b-2 under the Exchange Act, the Company also qualified as a "shell company," because it had no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. As of August 31, 2013 , the Company had not entered into any definitive agreement with any party, nor had there been any specific discussions with any potential business combination candidate regarding business opportunities for the Company. On January 22, 2014 , the Company entered into Share Exchange Agreements (collectively referred to as the "Exchange Agreement") with the shareholders ("Shareholders") of Eye On South Florida, Inc. ("EOSF"). Pursuant to the Exchange Agreement, the Shareholders agreed to exchange each of their shares of EOSF common stock (the "Target Shares") for one (1) share of restricted common stock of the Company. The Shareholders are all friends, business associates or family members of our sole officer and director, Jack Namer . Each Shareholder is a sophisticated investor and was a founding member of EOSF. A representative sample of the Exchange Agreement is attached hereto as an exhibit. As of the consummation of the Exchange Agreements, EOSF became a wholly-owned subsidiary of the Company. Our principal business activities will now occur through our operation of EOSF. Consideration for the Exchange Agreement consisted of one share of restricted common stock of the Company for each Target Share tendered by the Shareholders in the exchange. A total of 24,690,000 shares of restricted Company common stock were issued to forty (40) Shareholders for the Target Shares. The receipt of the Target Shares was determined by the Company Board of Directors to constitute adequate consideration for issuance of the Company common stock as a result of the value of the assets of EOSF. Description of Business, Principal Products, Services . . . Item 3.02 Unregistered Sales of Equity Securities . On January 22, 2014 , the Company entered into Share Exchange Agreements (collectively referred to as the "Exchange Agreement") with the shareholders ("Shareholders") of Eye On South Florida, Inc. ("EOSF"). Pursuant to the Exchange Agreement, the Shareholders agreed to exchange each of their shares of EOSF common stock (the "Target Shares") for one (1) share of restricted common stock of the Company. The Shareholders are all friends, business associates or family members of our sole officer and director, Jack Namer . Each Shareholder is a sophisticated investor and was a founding member of EOSF. A representative sample of the Exchange Agreement is attached hereto as an exhibit. 12 Consideration for the Exchange Agreement consisted of one share of restricted common stock of the Company for each Target Share tendered by the Shareholders in the exchange. A total of 24,690,000 shares of restricted Company common stock were issued to forty (40) Shareholders for the Target Shares. The receipt of the Target Shares was determined by the Company Board of Directors to constitute adequate consideration for issuance of the Company common stock as a result of the value of the assets of EOSF. The aforementioned shares were issued pursuant to an exemption from registration at Section 4(2) of the Securities Act of 1933. These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance of shares by us did not involve a public offering. The offering was not a "public offering" as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, these shareholders had necessary investment intent as required by Section 4(2) since they agreed to receive shares certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a "public offering." Based on an analysis of the above factors, we believe we have met the requirements to qualify for exemption under section 4(2) of the Securities Act of 1933 for this transaction. 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. Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. The audited financial statements for Eye On South Florida, Inc. for the fiscal year ended August 31, 2013 are filed as Exhibit 99.1 to this current report and are incorporated herein by reference. The unaudited financial statements for Eye On South Florida, Inc. for the nine months ended November 30, 2013 are filed as Exhibit 99.2 to this current report and are incorporated herein by reference. (b) Pro Forma Financial Information. The following pro forma balance sheets have been derived from the balance sheets of Eye On Network Media, Inc. at August 31, 2013 and November 30, 2013 , and adjust such information to give the effect of the acquisition of Eye On South Florida, Inc. as if it would have existed on both August 31, 2013 and November 30, 2013 . The following pro forma statements of operations have been derived from the income statement of Eye On Network Media, Inc. at August 31, 2013 and November 30 , 2013and adjust such information to give the effect that the acquisition by Eye On South Florida, Inc. as if it would have existed on both August 31, 2013 and November 30, 2013 . The pro forma balance sheets and statements of operations are presented for informational purposes only and do not purport to be indicative of the financial condition that would have resulted if the acquisition had been consummated on those historical dates. (c) Shell Company Transactions Reference is made to Items 9.01(a) and 9.01(b) and the exhibits referred to therein which are incorporated herein by reference. (d) Exhibits Exhibit No. Description 10.1 Share Exchange Agreement 21.1 Subsidiaries of the Registrant 99.1 Audited Financial Statements for Eye On South Florida, Inc. for the year ended August 31, 2013 99.2 Unaudited Financial Statements for Eye On South Florida, Inc. for the nine months ended November 30, 2013 99.3 Pro Forma Financial Statements 13


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Source: Edgar Glimpses


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