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EYE ON MEDIA NETWORK, INC. FILES (8-K/A) Disclosing Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Material Modification to Rights of Security Holders, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Financial Statements and Exhibits

May 20, 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 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.

Before consummation of the Exchange Agreement our sole officer and director, Jack Namer and Ms. Amy Nalewaik each owned 40.44% of the issued and outstanding EOSF common stock. After consummation of the Exchange Agreement, Mr. Namer and Ms. Nalewaik each held zero (-0-) shares and zero percent (0.00%) of the issued and outstanding shares of EOSF common stock. Before consummation of the Exchange Agreement, Mr. Namer held 33.33% of the issued and outstanding shares of our common stock and Ms. Nalewaik held 0.00% of the issued and outstanding shares of our common stock. After consummation of the Exchange Agreement Mr. Namer held 39.66% of the issued and outstanding shares of our common stock and Ms. Nalewaik held 36.07% of the issued and outstanding shares of our common stock.

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 . . .

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

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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.

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.

The aforementioned shares were issued pursuant to an exemption from registration . . .

Item 3.03 Material Modification to Rights of Security Holders.

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. At the time that these shares of Series A preferred stock were issued the Company had three shareholders, including Mr. Namer. As a result of the issuance of the Series A preferred shares to Mr. Namer, he has enough votes regarding any matter put to a vote of shareholders such that he controls the outcome of any shareholder vote and thus, he controls the Company. Accordingly, the issuance of the Series A preferred stock modified the rights of the other two shareholders of the Company to preclude them from jointly controlling the outcome of any vote regarding matters put to a vote by the shareholders of the Company.

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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.

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 14 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


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