Attached files
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EXCEL - IDEA: XBRL DOCUMENT - EYES ON THE GO, INC. | Financial_Report.xls |
EX-31.1 - CERTIFICATION - EYES ON THE GO, INC. | axcg_10kex311-111231.htm |
EX-32.1 - CERTIFICATION - EYES ON THE GO, INC. | axcg_10kex321-111231.htm |
EYES ON THE GO, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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26-2712208
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(State or other jurisdiction of incorporation or organization)
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(IRS Employee Identification No.)
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60 Broadway, PH 12 Brooklyn, NY 11249
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(Address of principal executive offices) (Zip Code)
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Title of each class
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Name of each exchange on which registered
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None
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None
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None
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(Title of class)
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Large accelerated filer
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o |
Accelerated filer
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o |
Non-accelerated filer
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o |
Smaller reporting company
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þ |
(Do not check if a smaller reporting company)
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Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. The number of shares outstanding of the registrant's sole class of common stock as of April 10, 2012 was 1,168,616,568.
Page
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PART I
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ITEM 1. |
BUSINESS
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3
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ITEM 1A. |
RISK FACTORS
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12
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ITEM 1B. |
UNRESOLVED STAFF COMMENTS
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21
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ITEM 2. |
PROPERTIES
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21
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ITEM 3. |
LEGAL PROCEEDINGS
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21
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ITEM 4. |
MINE SAFETY DISCLOSURES
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21
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PART II
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ITEM 5. |
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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22
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ITEM 6. |
SELECTED FINANCIAL DATA
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23
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ITEM 7. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONA ND RESULTS OF OPERATIONS
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23
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ITEM 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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28
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ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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29
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ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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30
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ITEM 9A. |
CONTROLS AND PROCEDURES
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30
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ITEM 9B. |
OTHER INFORMATION
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30
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PART III
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ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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31
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ITEM 11. |
EXECUTIVE COMPENSATION
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32
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ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT AND RELATED STOCKHOLDER MATTERS
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33
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ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE
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34
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ITEM 14. |
PRINCIPAL ACCOUNTING FEES AND SERVICES
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36
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PART IV
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ITEM 15. |
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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37
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SIGNATURES |
39
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We design, implement and provide services for the remote real-time viewing and our customers’ businesses and other facilities by their owners and customers via computers, wireless handheld devices and television equipment using the internet.
Under our remote surveillance system, owners of businesses and other facilities can monitor and control equipment and devices located at such businesses and facilities through our website, www.eyesonthego.com, or their internal communications. Such owners can view monitored facilities from video cameras, as well as receive temperature and other data, can remotely control devices, such as thermostats, lights and locks, and can receive email based alerts of door entries and other events with video clips and of equipment failures and deviations from temperature and other parameters. Our system can also store images and data for review. We commenced operations in August 2010, and have only 3 customers for this service because 11 customers for this service determined to change to our Gander.tv service.
In January 2012, we introduced an additional service by providing online streaming video and audio images from bars, restaurants and clubs to consumers via a website called “Gander.tv.” We have developed a proprietary software program that runs on computer platforms at customers’ facilities that streams video images and sound from multiple cameras and microphones and makes them available to consumers on the Gander.tv website. In some cases, it is possible to utilize customers’ existing video and audio equipment. The Company has entered into a hosting agreement for the consolidation of these video and audio images and their presentation to consumers via the Gander.tv website We began selling this service in January 2012 in anticipation of the completion of the Gander.tv website, and by the end of February 2012 had installed 11 sites in the New York Metropolitan area; all of these sites were installed forcustomers for our remote monitoring service who determined to shift to the Gander.tv service. The Company has signed contracts for another 18 sites, 4 of which were implemented at the end of March 2012 and the remainder are planned to be installed in April and May 2012. We launched the Gander.tv web site in beta mode in mid-March 2012 and expect the website will be released from beta mode and promoted to the general public by the end of June 2012. The Company is focused on eliminating bugs and transmission interruptions during the beta period and on fully testing all eCommerce functions before accepting transactions from the public.
We market directly with our own sales force through direct marketing efforts using leads that are generated internally and as well as introductions made through the Sysco, Inc. sales force and support the design and manage the implementation, customization and maintenance of our services with our back office customer support staff. For more information on our relationship with Sysco, Inc. and its subsidiary, iCare, see “Our History – Marketing and Sales – iCare Agreement,” below. We rely on third parties for the equipment necessary to render our services and for installation, monitoring and maintenance services. We market primarily to business owners and managers in the hospitality industry. When the Gander.tv website is released to the public, we will also market pay-per-view entertainment from our customers’ venues to consumers.
The address of the Company is 60 Broadway, PH 12 Brooklyn, NY 11249; its telephone number is (888) 666-3597.
Our business relates to providing our customers and consumers with streaming video images, principally over the internet.
We design, implement and provide services for the remote real-time monitoring of, and the control of equipment and devices located at, businesses and other facilities via computers, wireless handheld devices and television equipment using the internet, through our website, www.eyesonthego.com, or internal communications. Users of these services can view monitored facilities through video cameras, as well as receive temperature and other data, can remotely control devices, such as thermostats, lights and locks, and can receive email based alerts of door entries and other events with video clips or still images and of equipment failures and deviations from temperature and other parameters. This system can also store images and data for review. Our typical remote monitoring service uses a system consisting of one or more video cameras, temperature and other sensors, door contacts, and heating, ventilation and air conditioning (“HVAC”) controllers. This service is customizable and may include email alerts with attached images or video clips which may be sent at predetermined times or intervals or may be triggered by sensors as the result of a change in temperature or another parameter, an entry into a facility or another event. Customers may also remotely monitor and control devices, such as refrigerators, thermostats, HVAC equipment and entryways. Our system can store images from multiple video cameras for review.
Our sources of revenue for video surveillance systems will be the installation fee that covers the design, installation of equipment, and initial customization; markups on installed equipment; and the recurring monthly charge for monitoring, remote access, video storage, systems maintenance and ongoing support. Installation fees are variable, depending primarily on the nature and area of the site being monitored and the amount and type of systems equipment required. The basic monthly fee is $40.00, subject to increase for certain features, such as the use of on-line storage of images.
In January 2012, we introduced our Gander.tv service. This service provides online streaming video and audio images from bars, restaurants and clubs to consumers via a website called “Gander.tv.” We have developed a proprietary software program that runs on computer platforms at customers’ facilities that streams video images and sound from multiple cameras and microphones and makes them available to consumers on the Gander.tv website. In some cases, it is possible to utilize customers’ existing video and audio equipment. The Company has entered into a hosting agreement for the consolidation of these video and audio images and their presentation to consumers via the Gander.tv website. We will rely on third parties for the implementation services and for onsite maintenance. We have installed 15 sites in the New York Metropolitan area and have signed contracts for another 14 sites, which will be implemented by the end of April 2012. We have developed website applications for Gander.tv that enable our customers to schedule live broadcasts, or to post previously recorded segments which would be shown during slow or down times. Each customer will have complete control over these functions. In addition, we are introducing a pay-per-view application that will enable our customers to schedule and broadcast shows and performances for a fee determined by our customers for each show and performance in the form of an online ticket paid by major credit card or Paypal®. The purchase of an on-line ticket will entitle the purchaser to watch the live performance and have future unlimited access to the recording. The service is targeted to the performance of music, spoken word, plays and musicals, comedy, karaoke, and other performances determined by the customer. The Company will collect these fees and will remit an agreed portion of the fees to the customer. The customer will be responsible for contracts with performers, including the terms for broadcasting and releases. The Gander.tv website was released in beta mode in mid-March 2012. We expect to launch to the general public by the end of June 2012. Each venue will have a dedicated web page that allows for personalization including logos, description of venue, hours of operation, address and a map showing the location of the venue. Except for pay-per-view performances, access to the Gander.tv website will be free to consumers. The Company provides for enhanced functions to consumers who sign up for free membership including personalized web pages with highlighted favorites.
Our sources of revenue for Gander.tv services online streaming video and audio website will include small installation fees to cover basic installation services. The Company retains ownership of all hardware and software including the on-site processor, cameras and microphones. We also receive monthly recurring revenue for providing these services, including all video and audio image storage and access to consumers, which is in the range of $150.00 to $300.00 per month depending upon the number of components installed. In addition, the Company receives a portion of the pay-per-view fees charged to the consumer as a revenue sharing arrangement with the venues. The Company expects to generate future revenue through video and banner ad placement, through promotional programs and venue placement fees, and with select consumer product sponsorships. Because the Company does not know what fees will be charged for each show or performance, because the Company’s share of these fees is subject to negotiation and because it is too early in the development of the website to determine the level of consumer interest, the Company cannot predict the impact of the pay-per-view feature of the Gander.tv website on its revenues and profits.
We market directly with our own sales force, using leads that are generated internally and by Sysco through its iCare marketing program and other third parties and support the design and to manage the implementation, customization and maintenance of our services with our back office customer support staff. We will rely on third parties for the equipment necessary to render our services and for installation, monitoring and maintenance services. We are increasing our sales efforts.
We are marketing our remote monitoring and Gander.tv services primarily to business owners and managers in the hospitality industry, which comprises restaurants, bars, nightclubs, coffee shops and performance spaces. Our remote monitoring service is adaptable to other businesses and residences and, at some time in the future, we may seek to promote our services in these areas.
We commenced operations in August 2010 as a development-stage company; as of the first quarter of 2011, we no longer met the criteria for a development stage company.
The Company believes that the industries in which it is rendering services are experiencing growth as the result of the availability of sophisticated and relatively inexpensive hardware (mostly manufactured in Asia) with the ability to transmit images and other data over the internet and, in the case of video surveillance, to control devices with commands delivered over the internet. Other factors enhancing such growth are the development of software applications that enable the utilization of these services on and/or from smartphones and other handheld wireless devices; and in the case of video surveillance, the discounting of insurance premiums for facilities in which monitoring systems have been installed and the ability to use recorded images in resisting false or overstated claims and for other purposes.
During the next 6 months, the Company intends to add locations to its video surveillance and Gander.tv businesses through direct marketing to bars, restaurants, nightclubs, performance spaces, coffee shops and other prospects while it initiates and implements its relationship with Sysco through its iCare marketing program and to add functionality for enhanced operations to its website. During this period, the Company plans to commence the implementation of its sales plan. See “Marketing and Sales – Sales Plan.”
For more information about our businesses, see “Video Surveillance Service” and “Gander.tv Online Streaming Video and Audio Service.” For information respecting our corporate history, see “Business – Our History.”
Marketing and Sales
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Monitoring of employees and containing labor costs.
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·
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Improving customer service.
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·
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Confirming opening and closing times.
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·
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Avoiding spoilage and loss of product through alerts if freezer or refrigerator temperatures rise or if equipment fails.
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·
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Uncovering thefts or defending against wrongful or overstated claims by referencing stored images.
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·
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Reducing heating and air conditioning costs through timed setbacks on HVAC equipment and remote verification of HVAC settings.
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·
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Providing a view of the venue enabling consumers to get the look and “feel” of each facility , to hear what music is being played at the facility and to observe customer activity present at the facility, which the Company believes will increase traffic at the facility.
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·
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Linking video and audio images to the facility’s website to enhance their presentation to consumers and increase the volume of business at the facility.
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·
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Linking to social media sites to increase awareness and traffic to facilities, as well as increasing interest in pay-per-view events.
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·
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Featuring special events at facilities, including special performances, cooking shows, views from the kitchen, etc.
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·
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Providing additional sources of income for the Company and its customers from pay-per-view events and, through these events, permitting facilities to generate additional income from shows and performances, provide a view of facilities potential customers and to out-of–town viewers, and provide an opportunity for consumers to view sold-out shows.
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·
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86,000 full service restaurants
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·
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148,000 limited service restaurants
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·
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3,200 cafeterias
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·
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42,000 drinking establishments
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We intend to minimize the use of outside sales representatives and, consequently, we expect to pay limited sales commissions to third parties. Sales efforts will be organized by geography, with the Company focusing on a rollout of sales personnel across all major market areas in the United States over a 24- to 36-month period, which commenced in November 2011. We initiated these sales efforts in the New York Metro area, which includes the five boroughs of New York City and Northern New Jersey. During this 24- to 36-month period, depending on our financial resources, we are planning to expand our sales and marketing staff to more than 100 persons in order to penetrate into 100 key markets throughout the United States; once we have attained this level, we intend to add sales and marketing staff as required. No assurance can be given that the Company will be able to meet this goal, because the Company will require substantial capital in order to develop its business. See “Liquidity and Capital Resources.”
The Company has developed proprietary software that runs on computer platforms installed at customers’ locations that consolidates video and audio images for communication over the Internet to our leased server space. This platform is an off-the-shelf industrial computer that we acquire from two manufacturers. The Company makes minor alterations in these computers in order for them to work with its system. We install off-the-shelf cameras and microphones, choosing from a number of manufacturers.
We have developed additional proprietary software that resides on leased server space and retrieves the video and audio images from the platforms at customers’ locations and records and stores these images for future access by the Gander.tv website for viewing by consumers. We have utilized existing software tools at the website for video and audio playing, web page administration, and eCommerce transaction processing. We believe that there is sufficient supply of components in the market to satisfy our implementation requirements. We also believe that we can lease server space at reasonable prices to meet foreseeable demand. The Company intends to pursue components and alternatives that will improve performance and reduce costs.
Our monthly fee includes reprograming software and system maintenance, which we will perform. We will also provide system maintenance through the third-party contractor that performed the initial installation. Maintenance fees will cover the replacement of any failed component, except when the failure is externally caused.
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financial instability of one or more of our manufacturers or vendors;
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·
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political unrest, terrorism and economic instability that results in the disruption of trade in foreign countries from which products are manufactured or supplied;
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·
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the imposition of new regulations relating to imports, duties, taxes, and other charges on imported products;
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·
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occurrences of natural disasters, unusual weather conditions or epidemics;
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·
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changes in the United States customs procedures concerning the importation of technology products;
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·
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unforeseen delays in customs clearance of any goods;
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·
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disruptions in the global transportation network such as port strikes, world trade restrictions or armed conflicts;
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·
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the application of foreign intellectual property laws;
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·
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the ability of our manufacturers or vendors to secure sufficient credit to finance their operations, including the acquisition of raw materials; and
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·
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exchange rate fluctuations between the U .S. dollar and the local currencies of foreign manufacturers or vendors.
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We depend on independent manufacturers to provide products in a timely manner that meet our quality standards. Their failure to do so may cause us to miss installation dates or result in diminished quality of service. Such failure may in turn result in cancellation of orders from our customers or in decreased demand for our services, either of which could have a material adverse effect on our sales, reputation, results of operations and financial condition.
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adapt to changes in customer requirements more quickly;
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·
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take advantage of acquisition and other opportunities more readily;
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·
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undertake greater research and development activities;
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·
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devote greater resources to the marketing and sale of their products; and
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·
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adopt more aggressive pricing strategies than ours.
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Some of our officers are not devoting their full time to our business.
Except for Mary Weaver Carey, none of our officers is devoting his full time to our business and each of them has other employment. For further information as to the amount of time that each officer is presently devoting to the Company, see “Related Party Transactions—Agreement with Carey Advisors.” While the Company expects that as the business of the Company develops, the other officers will devote increasing amounts of time to the Company, none of them is obligated to do so and no assurance can be given that any of them will ever devote his full time to the Company; likewise, no assurance can be given that Ms. Carey will continue to devote her full time to the Company. Failure of these persons to devote sufficient amounts of time to the Company’s business would materially adversely affect the implementation of the Company’s business plan and could result in the Company’s inability to continue as a going concern.
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The issuer of the securities that was formerly a shell company has ceased to be a shell company,
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The issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act,
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The issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and
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At least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company known as “Form 10 Information.”
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We are obligated to file annual, quarterly and current reports with the SEC pursuant to the Exchange Act. In addition, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the new rules subsequently implemented by the SEC and the Public Company Accounting Oversight Board (the “PCAOB”) have imposed various new requirements on public companies, including requiring changes in corporate governance practices. We expect these rules and regulations to increase our legal and financial compliance costs and to make some of our activities more time-consuming and costly. We expect to spend at least $150,000, and perhaps substantially more, in legal and accounting expenses annually to comply with our reporting obligations and Sarbanes-Oxley. These costs could affect our profitability and our results of operations. As indicated below, the so-called “Jobs Act” has relieved us of certain obligations with respect to reporting.
Our Common Stock is not registered under the Exchange Act and we do not intend to register our Common Stock thereunder for the foreseeable future. However, we will register our Common Stock thereunder if we have, after the last day of our fiscal year, total assets ofmore than $10,000,000 and 2,000 record holders or 500 record holders who are not accredited investors, in accordance with Section 12(g) of the Exchange Act. As of the date of this Report, we have approximately 70 stockholders of record and assets of $109,354. We are currently required to file annual, quarterly, and current reports pursuant to Section 15(d) of the Exchange Act. However, we will not be subject to Section 14 of the Exchange Act, which, among other things, prohibits companies that have securities registered under the Exchange Act from soliciting proxies or consents from stockholders without filing with the SEC and furnishing to them a proxy or information statement, and in the case of a proxy solicitation a form of proxy, complying with the SEC’s rules. In addition, as long as our Common Stock is not registered under Section 12 of the Exchange Act, our directors, executive officers and beneficial holders of 10% or more of our outstanding Common Stock and other equity securities will not be subject to Section 16 of the Exchange Act. Section 16(a) of the Exchange Act requires these persons to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports providing information concerning their ownership of Common Stock and other equity securities. Such information will be available only through such periodic reports that we file and registration statements that we may file with the SEC. Furthermore, as long as our Common Stock is not registered under the Exchange Act, our obligation to file reports under Section 15(d) of the Exchange Act will be suspended if, on the first day of any fiscal year (other than a fiscal year in which a registration statement under the Securities Act has become effective), we have fewer than 300 stockholders of record. This suspension is automatic and does not require any filing with the SEC. In this event, we may cease providing periodic reports and current or periodic information, including operational and financial information, may not be available with respect to our results of operations.
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We are excluded from Section 404(b) of Sarbanes-Oxley, which otherwise would have required our auditors to attest to and report on our internal control over financial reporting. The JOBS Act also amended Section 103(a)(3) of Sarbanes-Oxley to provide that (i) any new rules that may be adopted by the PCAOB requiring mandatory audit firm rotation or changes to the auditor’s report to include auditor discussion and analysis (each of which is currently under consideration by the PCAOB) shall not apply to an audit of an EGC and (ii) any other future rules adopted by the PCAOB will not apply to our audits unless the SEC determines otherwise. |
·
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In the event that we register our Common Stock under the Exchange Act, the JOBS Act will also exempt us from the following additional compensation-related disclosure provisions that were imposed on U.S. public companies pursuant to the Dodd-Frank Act: (i) the advisory vote on executive compensation required by Section 14A(a) of the Exchange Act, (ii) the requirements of Section 14A(b) of the Exchange Act relating to stockholder advisory votes on “golden parachute” compensation, (iii) the requirements of Section 14(i) of the Exchange Act as to disclosure relating to the relationship between executive compensation and our financial performance, and the requirement of Section 953(b)(1)of the Dodd-Frank Act, which will require disclosure as to the relationship between the compensation of our chief executive officer and median employee pay. |
Since we are not required, among other things, to file reports under Section 13 of the Exchange Act or to comply with the proxy requirements of Section 14 of the Exchange Act until such registration occurs or to comply with certain provisions of Sarbanes-Oxley and the Dodd-Frank Act and certain provisions and reporting requirements of or under the Securities Act and the Exchange Act or to comply with new or revised financial accounting standards as long as we are an EGC, and and our officers, directors and 10% stockholders are not required to file reports under Section 16(a) of the Exchange Act until such registration occurs, the Jobs Act has had the effect of reducing the amount of information that we and our officers, directors and 10% stockholders are required to provide for the foreseeable future.
As a result of such reduced disclosure, our stock price may be adversely affected.
Bid High
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Bid Low
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|||||||
Fiscal Year 2012
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||||||||
March 31
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$ | .11 | $ | .02 | ||||
June 30 (through April 10)
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$ | .12 | $ | .011 | ||||
Fiscal Year 2011
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||||||||
March 31
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$ | .0105 | $ | .01 | ||||
June 30
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$ | .0112 | $ | .0105 | ||||
September 30
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$ | .011 | $ | .011 | ||||
December 31
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$ | .035 | $ | .0112 | ||||
Fiscal Year 2010
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||||||||
March 31
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$ | .01 | $ | .00004 | ||||
June 30
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$ | .00000801 | $ | .000001 | ||||
September
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$ | .000001 | $ | .000001 | ||||
December 31
|
$ | .000001 | $ | .000001 |
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*
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The high and low bid prices of the Common Stock in the above table were adjusted to reflect the reverse split of 1-for-500 that occurred on February 2, 2010.
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Fiscal Year 2010
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||||
Net Sales
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||||
Operating expenses:
|
$
|
0
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||
General and administrative
|
$
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104,183
|
||
TOTAL COSTS AND EXPENSES
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$
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104,183
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||
NET LOSS
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$
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(104,183)
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||
Fiscal Year 2011
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||||
Net Sales
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$
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4,048
|
||
Cost of Revenue
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$
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7,705
|
||
GROSS LOSS
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(3,657)
|
|||
Operating expenses:
|
||||
General and administrative
|
$
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444,290
|
||
NET LOSS
|
$
|
(447,947)
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Statement of Cash Flows
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||||||||
December 31, 2011
|
December 31, 2010
|
|||||||
OPERATING ACTIVITIES:
|
||||||||
Net Loss
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$
|
(447,947)
|
$
|
(104,183)
|
||||
Adjustments to reconcile net loss to net cash
|
||||||||
used in operating activities:
|
||||||||
Accrued expenses to related party
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$
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216,000
|
$
|
97,534
|
||||
Stock based payment
|
$
|
121,476
|
$
|
---
|
||||
Amortization
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$
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16,765
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$
|
---
|
||||
Changes in operating assets and liabilities:
|
||||||||
Deferred merger costs
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$
|
---
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$
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(25,000)
|
||||
Inventories
|
$
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(1,613)
|
$
|
---
|
||||
Prepaid expenses
|
||||||||
Accounts payable
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$
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26,950
|
$
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1,514
|
||||
NET CASH USED IN OPERATING ACTIVITIES
|
$
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(68,369)
|
$
|
(127,669)
|
||||
INVESTING ACTIVITIES
|
||||||||
Payment of intangible asset
|
$
|
(72,205)
|
$
|
---
|
||||
NET CASH USED IN INVESTING ACTIVITIES
|
$
|
(72,205)
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$
|
---
|
||||
FINANCING ACTIVITIES:
|
||||||||
Capital contributions
|
||||||||
Proceeds from issuance of common stock and capital contributions
|
$
|
297,991
|
$
|
$30,500
|
||||
Loan from related party
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$
|
12,400
|
$
|
---
|
||||
Repayment of loan to related party
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$
|
(117,881)
|
$
|
---
|
||||
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
$
|
192,510
|
$
|
30,050
|
||||
INCREASE IN CASH
|
$
|
51,936
|
$
|
365
|
||||
CASH – BEGINNING OF PERIOD
|
$
|
365
|
$
|
---
|
||||
CASH – END OF PERIOD
|
$
|
52,301
|
$
|
365
|
Contractual obligations
|
Payments due by period
|
|||||||||||||||||||
Total
|
Less than 1 year
|
1-3 years
|
3-5 years
|
More than 5 years
|
||||||||||||||||
Long-Term Debt Obligations
|
0 | 0 | 0 | 0 | 0 | |||||||||||||||
Capital Lease Obligations
|
0 | 0 | 0 | 0 | 0 | |||||||||||||||
Operating Lease Obligations
|
0 | 0 | 0 | 0 | 0 | |||||||||||||||
Purchase Obligations
|
0 | 0 | 0 | 0 | 0 | |||||||||||||||
Other Long-Term Liabilities Reflected on Our Balance Sheet under GAAP
|
0 | 0 | 0 | 0 | 0 | |||||||||||||||
Total
|
0 | 0 | 0 | 0 | 0 |
PAGE(S)
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Report of Independent Registered Public Accounting Firm
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F-1
|
Balance Sheets as of December 31, 2011 and December 31, 2010
|
F-2
|
Statements of Operations for the Years Ended December 31, 2011 and 2010
|
F-3
|
Statement of Changes in Stockholders’ (Deficit) For the Years Ended December 31, 2011 and 2010
|
F-4
|
Statements of Cash Flows for the Years Ended December 31, 2011 and 2010
|
F-5
|
Notes to Financial Statements
|
F-6 - F-11
|
FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of
Eyes on the Go, Inc.
We have audited the accompanying consolidated balance sheets of Eyes on the Go, Inc. as of December 31, 2011 and 2010, and the related consolidated statements of operations, changes in shareholders’ deficiency and cash flows for the year ended December 31, 2011 and the period from inception (August 26,2010) to December 31, 2010. These consolidated 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 audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also 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.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has incurred net losses and negative cash flows from operating activities since inception and has a stockholders’ deficiency of $430,271 as of December 31, 2011. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Eyes on the Go, Inc. as of December 31, 2011 and 2010 and the results of its operations and its cash flows for the year ended December 31, 2011 and the period from inception (August 26, 2010) to December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.
/s/ Paritz & Co., P.A.
Hackensack, N.J.
February 22, 2012
EYES ON THE GO, INC.
CONSOLIDATED BALANCE SHEETS
December 31, 2011 |
December 31, 2010 |
|||||||
ASSETS |
||||||||
CURRENT ASSETS: |
||||||||
Cash |
$ |
52,301 |
$ |
365 |
||||
Inventories |
1,613 |
- |
||||||
Deferred merger costs |
- |
25,000 |
||||||
TOTAL CURRENT ASSETS |
$ |
53,914 |
$ |
25,365 |
||||
Intangible asset, net of accumulated amortization of $16,765 |
55,440 |
- |
||||||
TOTAL ASSETS |
$ |
109,354 |
$ |
25,365 |
||||
LIABILITIES AND STOCKHOLDER’S DEFICIENCY |
||||||||
CURRENT LIABILITIES: |
||||||||
Accrued expenses |
$ |
28,464 |
$ |
1,514 |
||||
Due to related parties |
511,161 |
97,534 |
||||||
TOTAL CURRENT LIABILITIES |
539,625 |
99,048 |
||||||
STOCKHOLDERS’ DEFICIENCY: |
||||||||
Series A Preferred stock, $0.000001 par value, |
||||||||
5,000,000 shares authorized, 0 shares issued and outstanding |
||||||||
at December 31, 2011 and 2010 |
- |
- |
||||||
Series B Preferred stock, $0.000001 par value, |
||||||||
5,000,000 shares authorized, 303,849 and 0 shares issued |
||||||||
and outstanding at December 31, 2011 and 2010, respectively |
- |
- |
||||||
Series C Preferred stock, $0.000001 par value, |
||||||||
5,000,000 shares authorized, 0 shares issued and outstanding |
||||||||
at December 31, 2011 and 2010 |
- |
- |
||||||
Common stock, $0.000001 par value, |
||||||||
2,000,000,000 shares authorized, 1,168,606,568 and |
||||||||
360,000,000 shares issued and outstanding at December 31, 2011 |
||||||||
and December 31, 2010, respectively |
1,169 |
360 |
||||||
Additional paid-in capital |
373,658 |
30,140 |
||||||
Stock Subscription receivable |
(10,000) |
|
||||||
Accumulated deficit |
(795,098) |
|
(104,183) |
|
||||
TOTAL STOCKHOLDERS’ DEFICIENCY |
(430,271) |
|
(73,683) |
|
||||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY |
$ |
109,354 |
$ |
25,365 |
See notes to financial statements
EYES ON THE GO, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
From inception |
||||||||
Year Ended |
(August 26,2010) to |
|||||||
December 31, 2011 |
December 31, 2010 |
|||||||
REVENUES |
$ |
4,048 |
$ |
- |
||||
COST OF REVENUE |
7,705 |
- |
||||||
GROSS (LOSS) |
(3,657 |
) |
- |
|||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES |
444,290 |
104,183 |
||||||
NET LOSS |
(447,947) |
|
(104,183) |
|
||||
Loss per common share |
(0.001) |
|
(0.000) |
|
||||
Weighted average common shares outstanding |
803,719,767 |
360,000,000 |
See notes to financial statements
EYES ON THE GO, INC.
STATEMENT OF STOCKHOLDERS’ DEFICIENCY
Additional |
||||||||||||||||||||||||
COMMON STOCK |
Paid-In |
Subscription |
Accumulated |
|||||||||||||||||||||
Shares |
Amount |
Capital |
Receivable |
Deficit |
Total |
|||||||||||||||||||
BALANCE – August 26, 2010 (Inception) |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
|||||||||||||
Common stock issued to founders |
360,000,000 |
360 |
(360 |
) |
- |
- |
||||||||||||||||||
Capital Contribution |
30,500 |
30,500 |
||||||||||||||||||||||
Net Loss |
(104,183) |
|
(104,183) |
|
||||||||||||||||||||
BALANCE – December 31, 2010 |
360,000,000 |
$ |
360 |
$ |
30,140 |
$ |
- |
$ |
(104,183) |
$ |
(73,683) |
|||||||||||||
Capital Contribution |
30,000 |
30,000 |
||||||||||||||||||||||
Effect of Reverse Merger |
501,560,210 |
502 |
(85,642) |
|
(242,968) |
|
(328,108) |
|
||||||||||||||||
Sales of Common Stock |
230,038,967 |
230 |
277,761 |
(10,000) |
|
267,991 |
||||||||||||||||||
Stock issued in connection with asset purchase agreement |
55,000,000 |
55 |
90,913 |
90,968 |
||||||||||||||||||||
Stock issued in connection with Icare agreement |
15,861,372 |
16 |
22,189 |
22,205 |
||||||||||||||||||||
Stock issued for services |
6,146,019 |
6 |
8,297 |
8,303 |
||||||||||||||||||||
Net loss |
(447,947) |
|
(447,947) |
|
||||||||||||||||||||
BALANCE – December 31, 2011 |
1,168,606,568 |
$ |
1,169 |
$ |
373,658 |
$ |
(10,000) |
$ |
(795,098) |
$ |
(430,271) |
See notes to financial statements
EYES ON THE GO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
From inception |
||||||||
Year Ended |
(August 26,2010) to |
|||||||
December 31, 2011 |
December 31, 2010 |
|||||||
OPERATING ACTIVITIES: |
||||||||
Net loss |
$ |
(447,947) |
$ |
(104,183) |
||||
Adjustments to reconcile net loss to net cash |
||||||||
used in operating activities: |
||||||||
Accrued expenses to related parties |
216,000 |
97,534 |
||||||
Stock based payment |
121,476 |
|||||||
Amortization |
16,765 |
|||||||
Changes in operating assets and liabilities: |
||||||||
Inventories |
(1,613) |
|
||||||
Deferred merger costs |
- |
(25,000) |
|
|||||
Accounts payable |
26,950 |
1,514 |
||||||
NET CASH USED IN OPERATING ACTIVITIES |
(68,369) |
|
(30,135) |
|
||||
INVESTING ACTIVITIES: |
||||||||
Payment of other assets |
(72,205) |
|
- |
|||||
NET CASH USED IN INVESTING ACTIVITIES |
(72,205) |
|
- |
|||||
FINANCING ACTIVITIES: |
||||||||
Proceeds from issuance of common stock and capital contributions |
297,991 |
30,500 |
||||||
Repayment of loan to related party |
(117,881) |
|
||||||
Proceeds of loan from related party |
12,400 |
|||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES |
192,510 |
30,500 |
||||||
INCREASE IN CASH |
51,936 |
365 |
||||||
CASH – BEGINNING OF PERIOD |
365 |
- |
||||||
CASH – END OF PERIOD |
$ |
52,301 |
$ |
365 |
||||
Non-cash investing and financing activities: |
||||||||
Common Stock issued in payment of intangible asset |
$ |
22,205 |
- |
|||||
Stock subscription receivable |
$ |
10,000 |
- |
See notes to financial statements
EYES ON THE GO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2011 AND 2010
1 ORGANIZATION AND BUSINESS
Eyes on the Go, Inc. (the “Company”) designs, implements, and provides services relating to the remote monitoring of businesses and other facilities and the streaming of video and audio from its customers’ facilities to consumers over the Internet. Effective the first quarter of 2011, the Company no longer met the criteria of a development stage entity as described in Codification 915, Development Stage Entities.
On May 11, 2011, the Company completed a Plan and Agreement of Merger with Avenue Exchange Corp. (“Avenue”), whereby Avenue issued 360,600,000 shares of its common stock to the Company and Avenue’s majority shareholder transferred 500,008,000 shares to the shareholders of the Company. The merger was accounted for as a reverse merger, whereby the Company was the accounting survivor and Avenue was the legal acquirer. Accordingly, the historical financial statements presented herein are those of Eyes on the Go, Inc. and do not include the historical financial results of Avenue. The stockholders’ equity section of Avenue has been retroactively restated for all periods presented to reflect the accounting effect of the reverse merger transaction.
In connection with the merger, the Company issued 55,000,000 shares of Common Stock to acquire all the rights to the name “Eyes on the Go”, a related website, domain and URL, and all assets represented in the pilot site. The shares were valued at $90,968, which is included in selling, general and administrative expenses in the accompanying statement of operations, using the price per share utilized with respect to the shares issued in the private placement referred to in Note 4.
2 SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include share based payment arrangements, determining the fair value of the Company’s common stock, the collectability of accounts receivable and deferred taxes and related valuation allowances. Certain of the Company’s estimates, including evaluating the collectability of accounts receivable, could be affected by external conditions, including those unique to its industry, and general economic conditions. It is possible that these external factors could have an effect on
the Company’s estimates that could cause actual results to materially differ from its estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and record adjustments when necessary.
Cash and Cash Equivalents
We consider all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents.
Revenue Recognition
The company enters into service agreements with its customers, which provide for multiple deliverables. The Company accounts for the revenue associated with the multiple deliverables in accordance with ASC 605-25, whereby the revenue is allocated to the various elements based on evidence of fair value. When such evidence of fair value for yet undelivered elements is present but no evidence is available for elements that have been delivered, the aggregate fair value of undelivered elements is deferred and the difference between the total agreement and the amount deferred is recognized as revenue attributable to the delivered components. When a multiple element arrangement includes rights to a post-contract customer support, the portion of the revenue allocated to such support is recognized ratably over the term of the arrangement.
Intangible Asset
The intangible asset represents the integration fee made in connection with the iCare Agreement referred to in Note 7. The fee is being amortized over the four year life of the agreement
Income Taxes
The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.
ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.
Fair Value Measurements
The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.
The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost bases, which approximates their fair values because of the short-term nature of these instruments.
ASC 820 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. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:
Level 1 – quoted prices in active markets for identical assets or liabilities
Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level 3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions)
Stock-Based Compensation
We recognize compensation expense for stock-based compensation in accordance with ASC Topic 718. For employee stock-based awards, we calculate the fair value of the award on the date of grant using the Black-Scholes method for stock options and the quoted price of our common stock for unrestricted shares; the expense is recognized over the service period for awards expected to vest. For non-employee stock-based awards, we calculate the fair value of the award on the date of grant in the same manner as employee awards, however, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.
3 GOING CONCERN
As shown in the accompanying financial statements, the Company has incurred net losses and negative cash flows from operating activities since inception and has a stockholder’s deficiency of $430,271 as of December 31, 2011. The Company has relied upon the cash from its Chief Executive Officer and outside investors to fund its ongoing operations to date as it has yet to generate sufficient cash from its operating activities. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
4 RELATED PARTY TRANSACTIONS
Amounts due to related parties consist of:
September 30, 2011 |
December 31, 2010 |
|||||||
Promissory note to stockholder bearing interest at .55% per annum and due May 1, 2012 |
$ |
185,227 |
$ |
- |
||||
Due to stockholder, non-interest bearing and due on demand. |
325,934 |
97,534 |
||||||
$ |
511,161 |
$ |
97,534 |
Agreement with Carey Advisors
On August 26, 2010, the Company entered into an agreement with Carey Advisors under which Carey Advisors has provided and will continue to provide to the Company the services of (i) Christopher Carey as Chief Executive Officer and Chairman, for a fee of $6,000 per month, (ii) Mary Weaver Carey as its Vice President – Operations, for $6,000 per month, and (iii) Blazej Kesy as its Chief Technology Officer, for $6,000 per month. The agreement may be terminated upon 30 days’ written notice. The Company is currently sharing some of its space with Carey Advisors, and the costs thereof are included in the monthly fees referred to above.
During the year ended December 31, 2011, and the period from inception (August 26, 2010) to December 31, 2010, the Company incurred consulting expenses totaling $216,000 and $91,534, respectively, for the services of Carey Advisors. That amount is included in due to related parties on the balance sheets.
During the period from inception (August 26, 2010) through December 31, 2010, the Company received legal services from a shareholder in the amount of $6,000 which is included in due to related parties on the balance sheets.
5 STOCKHOLDERS’ DEFICIENCY
Authorized Capital
As of December 31, 2011, the Company was authorized to issue 2,000,000,000 shares of common stock, par value $0.000001 per share, 5,000,000 shares of Series A preferred stock, par value $0.000001 per share, 5,000,000 shares of Series B preferred stock, par value $0.000001 per share, and 5,000,000 shares of Series C preferred stock, par value $0.000001 per share.
Issuances of Common Stock
In connection with the merger, described in Note 1, the Company issued 92,500,000 shares of common stock to four investors for proceeds of $152,991.
In connection with that merger the Company issued 55,000,000 shares of Common Stock to acquire all the rights to the name “Eyes on the Go”, a related website, domain and URL, and all assets represented in the pilot site. The shares were valued at $90,968, which is included in selling, general and administrative expenses in the accompanying statement of operations, using the price per share issued in the private placement referred to above.
In October 2011, the Company issued an aggregate of 112,038,967 shares of common stock to three investors for proceeds of $115,000.
In October 2011, the Company issued 15,861,372 shares in payment of the iCare Agreement referred to in note 7, which are valued at the price per share applicable to the October 2011 issuances described above.
In November 2011, the Company issued 25,500,000 shares of common stock for proceeds of $10,000, which is evidenced by a subscription receivable.
In December 2011, the Company issued 6,146,019 shares in payment of a fee due under a consulting agreement, which are valued at the price per share applicable to the October 2011 issuances described above.
6 INCOME TAXES
Deferred tax assets consist of:
December 31, |
December 31, |
||||||
Net operating loss carryforward |
$ |
231,900 |
$ |
43,750 |
|||
Deferred tax valuation allowance |
(231,900) |
(43,750) |
|||||
Net deferred tax assets |
$ |
- |
$ |
- |
Due to the uncertainty of utilizing the approximate $552,000 and $104,000, in net operating losses, for the year ended December 31, 2011 and the period from inception to December 31, 2010, and recognizing the deferred tax assets, an offsetting valuation allowance has been provided.
The Company files tax returns that are subject to audit by tax authorities beginning with the period ended December 31, 2010.The Company’s policy is to classify assessments, if any, for tax and related interest and penalties as tax expense. Tax returns have been filed through the year ended December 31, 2010.
The NOLs may be subject to limitation under Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under regulations.
7 ICARE AGREEMENT
On April 1, 2011, the Company entered into an agreement with iCare Marketing, Inc. (“iCare), a wholly owned subsidiary of Sysco Corporation (“Sysco”), whereby iCare will promote the Company’s product to Sysco’s customers. Under the agreement, the Company is committed to pay 5% of the gross revenues received from any Sysco customer, an integration fee, $250 per trade show event attended by the Company and an amount to be determined for additional promotions and marketing programs. The Company paid $50,000 of the integration fee in cash and the balance by issuing 15,861,372 shares of common stock which were valued at $22,205, using a price per share of $.0014, , which is the price per share applicable to the October 2011 issuances described in Note 5, above.. The integration fee has been recorded at $72,205 and is being amortized over the four-year life of the agreement. $16,765 has been recorded for amortization of the agreement during the year ended December 31, 2011.
·
|
We have difficulty in accounting for complex accounting transactions particularly as it relates to complex equity transactions.
|
·
|
Documented processes do not exist for several key processes
|
Name
|
Age
|
Position
|
||
Christopher Carey
|
60 |
Director; President; Acting Chief Financial Officer
|
||
Mary Weaver Carey
|
60 |
Director; Vice President Operations; Secretary
|
||
Blazej Kesy
|
26 |
Director; Chief Technology Officer
|
SUMMARY COMPENSATION TABLE
|
|||||||||||||||||||||||||||||||||||
Name
|
Year
|
Salary
|
Bonus
|
Stock
Awards
|
Option
Awards
|
Non-Equity
Incentive Plan
Compensation
|
Nonqualified
Deferred
Compensation
Earnings
|
All Other
Compensation
|
Total
|
||||||||||||||||||||||||||
Christopher Carey | 2011 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
President1, 2 | 2010 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
Mary W. Carey Vice | 2011 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
President -- Operations1 | 2010 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
Blazej Kesy Chief | 2011 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
Technology Officer – Enterprises 1 | 2010 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
Mark E. Astrom3 | 2011 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
2010 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
|
1
|
Although Mr. Carey, Ms. Carey and Mr. Kesy received no direct compensation from the Company, Carey Advisors received consideration for services that Mr. Carey, Ms. Carey and Mr. Kesy rendered to Enterprises in 2011 and 2010 in the following amounts: Christopher Carey, $30,000 in 2010 and $72,000 in 2011; Mary W. Carey, $30,000 in 2010 and $72,000 in 2011; and Blazej Kesy, $30,000 in 2010 and
$72,000 in 2011. In addition, Mr. Carey, Ms. Carey and Mr. Kesy were reimbursed for business expenses that they incurred in 2011 and 2010 in the following amounts: Christopher Carey, $1,892 in 2010 and $5,904 in 2011; Mary W. Carey, $245 in 2010 and $0 in 2011; and Blazej Kesy, $542 in 2010 and $254 in 2011.
|
|
2
|
President since May 10, 2011.
|
|
3
|
President until May 10, 2011; director until August 29, 2011.
|
Name and Address
of Beneficial Owner
|
Nature and Amount
of Beneficial Ownership
of Common Stock
|
Percentage of Ownership1
|
||
Mark E. Astrom2
|
5,000
|
0%
|
||
Christopher Carey
|
143,327,787
|
12.26%
|
||
Christopher Carey, Jr.
|
160,527,1213
|
13.74%
|
||
Mary Weaver Carey
|
315,321,1314
|
26.98%
|
||
Blazej Kesy
|
143,327,787
|
12.26%
|
||
All directors and executive
officers as a group (3 persons)
|
601,981,705
|
51.50%
|
|
1
|
Based on 1,168,910,417 shares of Common Stock, comprising 1,168,616,568 shares of Common Stock outstanding as of December 31, 2011, plus 303,849 shares of Common Stock then issuable upon conversion of the Company’s Series B Preferred Stock deemed outstanding pursuant to Rule 13d-3(d)(1) under the Exchange Act. None of the persons named in this table owns any shares of Class B Preferred
Stock.
|
|
2
|
Prior to the Merger, Mark E. Astrom, who served as president of the Company until May 1, 2011, and as a director of the Company until August 29, 2011, owned 1 share of Series A Preferred Stock, which had 75% of the voting power of the Company and 500,085,000 shares of Common Stock. In connection with the Merger, Mr. Astrom transferred 500,080,000 shares of Common Stock to the holders of the
Common Stock of EOTG immediately prior to the Merger pro rata in accordance with the number of share of the Common Stock of EOTG owned by them. (See “Business – The Merger”) In addition, Mr. Astrom exchanged the share of Series A preferred stock indirectly held by him and $185,307 of indebtedness of the Company to him (comprising $100,125 of unpaid salary and $85,182 for unreimbursed expenses) that was carried on our books for a secured promissory
note in the amount of $473,933.65. For further information about this promissory note and its amendment to reduce its principal amount to $183,229, see “Directors, Executive Officers and Control Persons – Related Party Transactions – Exchange Transaction”).
|
|
3
|
Mr. Carey owns 17,199,334 shares of Common Stock in his own name and 143,327,787 shares of Common Stock through Tall Oaks Ct., LLC, a limited liability company of which he is the sole member.
|
|
4
|
Owned through Off the Charts, LLC, a limited liability company of which Ms. Carey is the sole member.
|
Christopher Carey and Mary Weaver Carey are married to one another. The Company has employed Amie Carey, Christopher Carey’s daughter, as its Sales Manager to represent the Company in New York City; such employment is at will. Her salary commissions were and will be the same as those payable to unrelated parties.
On August 26, 2010, Enterprises entered into an agreement with Carey Advisors under which Carey Advisors has provided and will continue to provide to Enterprises the services of (i) Christopher Carey as Enterprises’ Chief Executive Officer and Chairman, for which Enterprises agreed to pay $6,000 per month, (ii) Mary Weaver Carey as its Vice President – Operations, for it agreed to pay $6,000 per month, and (iii) Blazej Kesy as its Chief Technology Officer, for which it agreed to pay $6,000 per month. In addition, Enterprises has agreed to reimburse all business related expenses of these persons which are incurred in providing their services. The agreement may be terminated upon 30 days written notice. Mr. Carey is the sole member of Carey Advisers. As of the date hereof, none of Mr. Carey, Ms. Carey or Mr. Kesy are parties to any agreements with the Company. Mr. Carey, Ms. Carey and Mr. Kesy are being compensated through Carey Advisors because the Company is not in a position to compensate them directly. As the business is able to generate revenue, the Company intends to compensate these persons directly at competitive salaries and benefits. Mr. Carey, Ms. Carey and Mr. Kesy are currently devoting approximately, 40%, 100% and 60% of their worktime to the Company’s business. Messrs. Carey and Kesy and Ms. Carey have advised the Company that they intend to devote such time as may be required to the development of the Company and its business. Carey Advisors does not have other customers that compete with the business conducted and to be conducted by the Company and has advised the Company that it does not intend to do business with such customers.
We were billed $12,000 and $9,000 for the fiscal years ended December 31, 2011, and 2010, respectively, for professional services rendered by the principal accountant for the audit of our annual financial statements in connection with our statutory and regulatory filings.
(a)
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Financial Statements and Schedules. The following financial statements and schedules for the Company as of December 31, 2011 are filed as part of this report.
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Exhibit No.
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Description
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3.1
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Certificate of Incorporation1
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3.2
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Certificate of Merger, dated March 13, 2008, of Mutual Exchange International with and into the Registrant2
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3.3
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Certificate of Amendment to Registrant’s Certificate of Incorporation, dated October 29, 20093
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3.4
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Certificate of Designations, dated October 29, 2009, relating to the Series A Preferred Stock of Registrant4
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3.5
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Certificate of Designations, dated October 29, 2009, relating to the Series B Preferred Stock of Registrant5
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3.6
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Certificate of Amendment to Registrant’s Certificate of Incorporation, dated February 2, 20106
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3.7
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Certificate of Merger, dated May 9, 2011, of Eyes on the Go, Inc., a Delaware corporation, with and into Eyes Enterprises, Inc., a Delaware corporation and the wholly owned subsidiary of Registrant7
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3.8
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Certificate of Amendment to Registrant’s Certificate of Incorporation, dated May 9, 20118
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3.9
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By-laws of Registrant9
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3.10
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Certificate of Amendment to Registrant’s Certificate of Incorporation, dated February 22, 201210
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3.11
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Certificate of Corrections to Certificate of Amendment to Registrant’s Certificate of Incorporation, dated February 27, 201211
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10.1
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Agreement and Plan of Merger, dated as of May 1, 2011, by and among the Registrant, Eyes Enterprises, Inc. and Eyes on the Go, Inc.12
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10.2
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Form of Stock Purchase Agreement13
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10.3
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Form of Registration Rights Agreement14
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10.4
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Exchange Agreement, dated as of May 1, 2011, by and between Registrant and Mark E. Astrom15
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10.5
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Promissory Note, dated May 1, 2011, made by Registrant in favor of Mark E. Astrom16
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10.6
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Pledge Agreement, dated May 1, 2011, by and between Registrant and Mark E. Astrom17
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10.7
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Agreement, dated August 15, 2011, by and between Registrant and Mark E. Astrom18
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10.8
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Amended Promissory Note, dated August 15, 2011, made by Registrant in favor of Mark E. Astrom19
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10.9
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Agreement, dated August 26, 2010, by and between Chris Carey Advisers and Eyes on the Go, Inc. (renamed Eyes Enterprises, Inc.)20
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10.10
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Agreement, dated October 20, 2011, by and between Eyes on the Go, Inc. (renamed Eyes Enterprises, Inc.) and Xanboo, Inc.21
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10.11
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iCare Marketing Agreement, dated as of April 1, 2011, by and between Eyes on the Go, Inc. (renamed Eyes Enterprises, Inc.) and iCare Marketing, Inc.22
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10.12
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Letter, dated May 6, 2011, from iCare Marketing, Inc. to Eyes on the Go, Inc. (renamed Eyes Enterprises, Inc.)23
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10.13
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Letter, dated August 22, 2011, from Eyes on the Go, Inc. (renamed Eyes Enterprises, Inc.) to iCare Marketing, Inc.24
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10.14
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Asset Purchase and Sale Agreement, dated as of January 23, 2011, by and between Eyes on the Go, Inc. (renamed Eyes Enterprises, Inc.) and Fritz-McDonald Capital, LLC25
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21 | Subsidiaries of the Registrant26 | |
31.1 |
Certification of Chief Executive Officer and Chief Financial Officer – Filed herewith. |
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32.1 |
Certification of Chief Executive Officer and Chief Financial Officer – Filed herewith. |
1
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Incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1, Registration No. 333-176820, filed on September 14, 2011.
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2
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Incorporated by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-1, Registration No. 333-176820, filed on September 14, 2011.
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3
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Incorporated by reference to Exhibit 3.3 to the Registrant's Registration Statement on Form S-1, Registration No. 333-176820, filed on September 14, 2011.
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4
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Incorporated by reference to Exhibit 3.4 to the Registrant's Registration Statement on Form S-1, Registration No. 333-176820, filed on September 14, 2011.
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5
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Incorporated by reference to Exhibit 3.5 to the Registrant's Registration Statement on Form S-1, Registration No. 333-176820, filed on September 14, 2011.
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6
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Incorporated by reference to Exhibit 3.6 to the Registrant's Registration Statement on Form S-1, Registration No. 333-176820, filed on September 14, 2011.
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7
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Incorporated by reference to Exhibit 3.7 to the Registrant's Registration Statement on Form S-1, Registration No. 333-176820, filed on September 14, 2011.
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8
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Incorporated by reference to Exhibit 3.8 to the Registrant's Registration Statement on Form S-1, Registration No. 333-176820, filed on September 14, 2011.
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9
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Incorporated by reference to Exhibit 3.9 to the Registrant's Registration Statement on Form S-1, Registration No. 333-176820, filed on September 14, 2011.
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10
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Incorporated by reference to Exhibit 3.10 to the Registrant's Post-Effective Amendment No. 1 to Registration Statement on Form S-1, Registration No. 333-176820, filed on February 29, 2012.
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11
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Incorporated by reference to Exhibit 3.11 to the Registrant's Post-Effective Amendment No. 1 to Registration Statement on Form S-1, Registration No. 333-176820, filed on September 14, 2011.
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12
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Incorporated by reference to Exhibit 10.1 to the Registrant's Registration Statement on Form S-1, Registration No. 333-176820, filed on September 14, 2011.
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13
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Incorporated by reference to Exhibit 10.2 to the Registrant's Registration Statement on Form S-1, Registration No. 333-176820, filed on September 14, 2011.
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14
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Incorporated by reference to Exhibit 10.3 to the Registrant's Registration Statement on Form S-1, Registration No. 333-176820, filed on September 14, 2011.
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15
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Incorporated by reference to Exhibit 10.4 to the Registrant's Registration Statement on Form S-1, Registration No. 333-176820, filed on September 14, 2011.
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16
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Incorporated by reference to Exhibit 10.5 to the Registrant's Registration Statement on Form S-1, Registration No. 333-176820, filed on September 14, 2011.
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17
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Incorporated by reference to Exhibit 10.6 to the Registrant's Registration Statement on Form S-1, Registration No. 333-176820, filed on September 14, 2011.
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18
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Incorporated by reference to Exhibit 10.7 to the Registrant's Registration Statement on Form S-1, Registration No. 333-176820, filed on September 14, 2011.
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19
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Incorporated by reference to Exhibit 10.8 to the Registrant's Registration Statement on Form S-1, Registration No. 333-176820, filed on September 14, 2011.
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20
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Incorporated by reference to Exhibit 10.9 to the Registrant's Registration Statement on Form S-1, Registration No. 333-176820, filed on September 14, 2011.
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21
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Incorporated by reference to Exhibit 10.10 to the Registrant's Registration Statement on Form S-1, Registration No. 333-176820, filed on September 14, 2011.
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22
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Incorporated by reference to Exhibit 10.11 to the Registrant's Registration Statement on Form S-1, Registration No. 333-176820, filed on September 14, 2011.
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23
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Incorporated by reference to Exhibit 10.12 to the Registrant's Registration Statement on Form S-1, Registration No. 333-176820, filed on September 14, 2011.
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24
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Incorporated by reference to Exhibit 10.13 to the Registrant's Registration Statement on Form S-1, Registration No. 333-176820, filed on September 14, 2011.
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25
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Incorporated by reference to Exhibit 10.14 to the Registrant's Registration Statement on Form S-1, Registration No. 333-176820, filed on September 14, 2011.
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26
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Incorporated by reference to Exhibit 21 to the Registrant's Registration Statement on Form S-1, Registration No. 333-176820, filed on September 14, 2011.
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EYES ON THE GO, INC. | |||
Date: April 16, 2012
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By:
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/s/ Christopher Carey | |
Name: | Christopher Carey | ||
Title: | Chief Executive Officer | ||
Name | Title | Date | ||
/s/ Christopher Carey | Chief Executive Officer; Chief Financial | April 16, 2012 | ||
Christopher Carey | Officer; Director | |||
/s/ Mary Weaver Carey | Director | April 16, 2012 | ||
/s/ Blazej Kesy | Director | April 16, 2012 | ||