**UNITED STATES****SECURITIES AND EXCHANGE COMMISSION****WASHINGTON, D.C. 20549**

--------------------------------**FORM 10-Q**        -------------------------------- 

(Mark One)

x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

For The Quarterly Period Ended September 30, 2012

o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Transition Period from __________ To _________

Commission file number:  333-176820

**EYES ON THE GO, INC.**        (Exact name of registrant as specified in its charter)

| **Delaware**                                                        |   | **26-2712208**                    |
|---------------------------------------------------------------------|--------|-----------------------------------|
| (State or other jurisdiction of incorporation or organization) |   | (IRS Employer Identification No.) |

| **60 Broadway, PH 12 Brooklyn, NY**                  |   | **11249**  |
|------------------------------------------------------|--------|------------|
| (Address of principal executive offices)   |   | (zip code) |

**(908) 229-4933**         (Registrant’s telephone number, including area code)        (Former Name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No        o                  Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o                  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. 

| Large accelerated filer             | o      | Accelerated filer         | o      |
|-----------------------------------------------|--------|---------------------------|--------|
| Non-accelerated filer                         | o      | Smaller reporting company | x      |
| (Do not check if a smaller reporting company) |   |                      |   |

Indicate by check mark whether the issuer is a shell company (as defined in rule 12b-2 of the Exchange Act) Yes o No x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY         PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required by Section 12, 13, or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court  Yes o  No  o

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.         As of September 30, 2012, there were 1,202,889,520 shares of the Registrant's Common Stock outstanding.

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**EYES ON THE GO, INC.**

**For The Quarterly Period Ended September 30, 2012**

**TABLE OF CONTENTS**

| **PART I - FINANCIAL INFORMATION** |                                                                                        |
|------------------------------------|---------------------------------------------------------------------------------------------|
|                               |                                                                                        |   |
| Item 1.                            | Financial Statements                                                                        | 3 |
|                               |                                                                                        |   |
| Item 2.                       | Management's Discussion and Analysis of Financial Condition and Results of Operations  | 9 |
|                               |                                                                                        |   |
| Item 3.                            | Quantitative and Qualitative Disclosures about Market Risk                             | 11 |
|                               |                                                                                        |   |
| Item 4.                            | Controls and Procedures                                                                     | 11 |
|                               |                                                                                        |   |
| **PART II - OTHER INFORMATION**    |                                                                                        |
|                               |                                                                                        |   |
| Item 1.                            | Legal Proceedings                                                                           | 12 |
|                               |                                                                                        |   |
| Item 1A.                           | Risk Factors                                                                                | 12 |
|                               |                                                                                        |   |
| Item 2.                            | Unregistered Sales Of Equity Securities And Use Of Proceeds.                                | 12 |
|                               |                                                                                        |   |
| Item 4.                            | (Removed and Reserved).                                                                     | 12 |
|                               |                                                                                        |   |
| Item 5.                       | Other Information                                                                           | 12 |
|                               |                                                                                        |   |
| Item 6.                            | Exhibits                                                                               | 12 |
|                               |                                                                                        |   |
| SIGNATURES                         | 13                                                                                          |

THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE   RISKS AND UNCERTAINTIES. SUCH STATEMENTS ARE BASED ON CURRENT EXPECTATIONS, ASSUMPTIONS, ESTIMATES AND PROJECTIONS ABOUT THE COMPANY AND ITS INDUSTRY. FORWARD-LOOKING STATEMENTS ARE SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE,        ACHIEVEMENTS AND PROSPECTS TO BE MATERIALLY DIFFERENT FROM THOSE  EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS FOR ANY REASON EVEN IF NEW INFORMATION BECOMES AVAILABLE OR OTHER EVENTS OCCUR IN THE FUTURE.           

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**PART I - FINANCIAL INFORMATION**

**ITEM 1.   FINANCIAL STATEMENTS**

**EYES ON THE GO, INC.        CONSOLIDATED BALANCE SHEETS**

|                                                                                                         |   | **September 30, 2012** |          |   | **December 31, 2011** |   |
|--------------------------------------------------------------------------------------------------------------|--------|------------------------|---------------|--------|-----------------------|--------|
|                                                                                                              |   | **(Unaudited)**        |          |   |                  |   |
| **ASSETS**                                                                                                   |   |                   |          |   |                  |   |   |   |
| **CURRENT ASSETS:**                                                                                          |   |                   |          |   |                  |   |   |   |
|     Cash                                                                                      |   | $                      | 15,349        |   |                  | $      | 52,301 |   |
|     Inventories                                                                               |   |                   | 1,613         |   |                  |   | 1,613 |   |
|                                                                                               |   |                   | -             |   |                  |   | - |   |
| **TOTAL CURRENT ASSETS**                                                                                     |   | $                      | 16,962        |   |                  | $      | 53,914 |   |
|                                                                                                         |   |                   |          |   |                  |   |   |   |
| **Intangible asset, net of accumulated amortization of $29,557 and $16,765**                                 |   |                   | 42,651        |   |                  |   | 55,440 |   |
|                                                                                                         |   |                   |          |   |                  |   |   |   |
|                                                                                                         |   |                   |          |   |                  |   |   |   |
| **TOTAL ASSETS**                                                                                             |   | $                      | 59,613        |   |                  | $      | 109,354 |   |
|                                                                                                         |   |                   |          |   |                  |   |   |   |
| **LIABILITIES AND STOCKHOLDERS' DEFICIENCY**                                                                 |   |                   |          |   |                  |   |   |   |
|                                                                                                         |   |                   |          |   |                  |   |   |   |
| **CURRENT LIABILITIES:**                                                                                     |   |                   |          |   |                  |   |   |   |
|     Accrued expenses                                                                          |   | $                      | 63,614        |   |                  | $      | 28,464 |   |
|     Due to related parties                                                                    |   |                   | 761,740       |   |                  |   | 511,161 |   |
| **TOTAL CURRENT LIABILITIES**                                                                                |   |                   | **825,354**   |   |                  |   | **539,625** |   |
|                                                                                                         |   |                   |          |   |                  |   |   |   |
|                                                                                                         |   |                   |          |   |                  |   |   |   |
| **STOCKHOLDERS’ DEFICIENCY:**                                                                          |   |                   |          |   |                  |   |   |   |
|     Series A Preferred stock, $0.000001 par value,                                            |   |                   |          |   |                  |   |   |   |
|         5,000,000 shares authorized, 0 shares issued and outstanding      |   |                   |          |   |                  |   |   |   |
|         at September 30, 2012 and December 31, 2011                       |   |                   | -             |   |                  |   | - |   |
|     Series B Preferred stock, $0.000001 par value,                                            |   |                   |          |   |                  |   |   |   |
|         5,000,000 shares authorized, 0 shares issued                      |   |                   |          |   |                  |   |   |   |
|         and outstanding at September 30, 2012 and December 31, 2011       |   |                   | -             |   |                  |   | - |   |
|     Series C Preferred stock, $0.000001 par value,                                            |   |                   |          |   |                  |   |   |   |
|         5,000,000 shares authorized, 0 shares issued and outstanding      |   |                   |          |   |                  |   |   |   |
|         at September 30, 2012 and December 31, 2011                       |   |                   | -             |   |                  |   | - |   |
|     Common stock, $0.000001 par value,                                                        |   |                   |          |   |                  |   |   |   |
|         2,000,000,000 shares authorized, 1,202,889,520 and                |   |                   |          |   |                  |   |   |   |
|         1,168,606,568 shares issued and outstanding at September 30, 2012 |   |                   |          |   |                  |   |   |   |
|         and December 31, 2011, respectively                               |   |                   | 1,179         |   |                  |   | 1,169 |   |
|     Additional paid-in capital                                                                |   |                   | 531,847       |   |                  |   | 373,658 |   |
|     Stock Subscription receivable                                                             |   |                   | (10,000)      |   |                  |   | (10,000) |   |
|     Accumulated deficit                                                                       |   |                   | (1,288,767)   |   |                  |   | (795,098) |   |
| **        TOTAL STOCKHOLDERS’ DEFICIENCY**                          |   |                   | **(765,741)** |   |                  |   | **(430,271)** |   |
|                                                                                                         |   |                   |          |   |                  |   |   |   |
| **TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY**                                                     |   | **$**                  | **59,613**    |   |                  | **$**  | **109,354** | ** ** |

See notes to financial statements

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**EYES ON THE GO, INC.        CONSOLIDATED STATEMENTS OF OPERATIONS        (Unaudited)**

|                                       |   | **Nine months ended**  |          |   | **Three months ended** |   |
|--------------------------------------------|--------|------------------------|---------------|--------|------------------------|--------|
|                                            |   | **September 30, 2012** |          |   | **September 30, 2011** |   |   | **September 30, 2012** |   |   | **September 30, 2011** |   |
|                                       |   |                   |          |   |                   |   |   |   |   |   |   |   |   |   |   |   |
| **REVENUES**                               |   | $                      | 703           |   |                   | $      | 3,929 |   |   | $ | 463 |   |   | $ | 120 |   |
|                                       |   |                   |          |   |                   |   |   |   |   |   |   |   |   |   |   |   |
| COST OF REVENUE                            |   |                   | 6,935         |   |                   |   | 4,643 |   |   |   | 1,495 |   |   |   | 166 |   |
|                                       |   |                   |          |   |                   |   |   |   |   |   |   |   |   |   |   |   |
|                                       |   |                   |          |   |                   |   |   |   |   |   |   |   |   |   |   |   |
| **GROSS (LOSS)**                           |   |                   | (6,232)       |   |                   |   | (714) |   |   |   | (1,032) |   |   |   | (46) |   |
|                                       |   |                   |          |   |                   |   |   |   |   |   |   |   |   |   |   |   |
| GENERAL AND ADMINISTRATIVE EXPENSES        |   |                   | 487,437       |   |                   |   | 306,822 |   |   |   | 194,708 |   |   |   | 81,742 |   |
|                                       |   |                   |          |   |                   |   |   |   |   |   |   |   |   |   |   |   |
|                                       |   |                   |          |   |                   |   |   |   |   |   |   |   |   |   |   |   |
| **NET LOSS**                               |   |                   | (493,669)     |   |                   |   | (307,536) |   |   |   | (195,740) |   |   |   | (81,788) |   |
|                                       |   |                   |          |   |                   |   |   |   |   |   |   |   |   |   |   |   |
|                                       |   |                   |          |   |                   |   |   |   |   |   |   |   |   |   |   |   |
| Loss per common share                      |   |                   | (0.000)       |   |                   |   | (0.000) |   |   |   | (0.000) |   |   |   | (0.000) |   |
|                                       |   |                   |          |   |                   |   |   |   |   |   |   |   |   |   |   |   |
| Weighted average common shares outstanding |   |                   | 1,177,855,840 |   |                   |   | 689,302,607 |   |   |   | 1,184,833,395 |   |   |   | 1,009,060,210 |   |

See notes to financial statements

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**EYES ON THE GO, INC.        CONSOLIDATED STATEMENTS OF CASH FLOWS        (Unaudited)**

|                                                                                                        |   | **Nine months ended**  |      |
|-------------------------------------------------------------------------------------------------------------|--------|------------------------|-----------|
|                                                                                                        |   | **September 30, 2012** |      |   | **September 30, 2011** |   |
|                                                                                                        |   |                   |      |   |   |   |   |   |
| **OPERATING ACTIVITIES:**                                                                                   |   |                   |      |   |   |   |   |   |
|     Net loss                                                                                 |   | $                      | (493,669) |   |   | $ | (307,536) |   |
| *    Adjustments to reconcile net loss to net cash*                                          |   |                   |      |   |   |   |   |   |
| *      used in operating activities:*                                              |   |                   |      |   |   |   |   |   |
|         Accrued expenses to related parties                              |   |                   | 162,000   |   |   |   | 162,000 |   |
|         Stock based payment                                              |   |                   | 68,199    |   |   |   | 90,968 |   |
|         Amortization                                                     |   |                   | 12,789    |   |   |   | **-** |   |
| *    Changes in operating assets and liabilities:*                                           |   |                   |      |   |   |   |   |   |
|         Inventories                                                      |   |                   | -         |   |   |   | (1,613) |   |
| Prepaid expenses                                                                                            |   |                   | -         |   |   |   | (22,500) |   |
|         Accrued expenses                                                 |   |                   | 35,150    |   |   |   | 11,690 |   |
| **NET CASH USED IN OPERATING ACTIVITIES**                                                                   |   |                   | (215,531) |   |   |   | (66,991) |   |
|                                                                                                        |   |                   |      |   |   |   |   |   |
|                                                                                                        |   |                   |      |   |   |   |   |   |
| **FINANCING ACTIVITIES:**                                                                                   |   |                   |      |   |   |   |   |   |
|         Proceeds from issuance of common stock and capital contributions |   |                   | 90,000    |   |   |   | 152,991 |   |
|         Repayment of loan to related party                               |   |                   |      |   |   |   | (97,943) |   |
|         Proceeds of loan from related party                              |   |                   | 88,579    |   |   |   | 14,900  |   |
| **NET CASH PROVIDED BY FINANCING ACTIVITIES**                                                               |   |                   | 178,579   |   |   |   | 69,948 |   |
|                                                                                                        |   |                   |      |   |   |   |   |   |
|                                                                                                        |   |                   |      |   |   |   |   |   |
| **INCREASE (DECREASE) IN CASH**                                                                             |   |                   | (36,952)  |   |   |   | 2,957 |   |
|                                                                                                        |   |                   |      |   |   |   |   |   |
| **CASH – BEGINNING OF PERIOD**                                                                        |   |                   | 52,301    |   |   |   | 365 |   |
|                                                                                                        |   |                   |      |   |   |   |   |   |
| **CASH – END OF PERIOD**                                                                              |   | $                      | 15,349    |   |   | $ | 3,322 |   |

See notes to financial statements

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**EYES ON THE GO, INC.****NOTES TO CONSOLIDATED FINANCIAL STATEMENTS****SEPTEMBER 30, 2012**        (Unaudited)

**1     ****SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

***Basis of presentation***

The accompanying unaudited consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally        accepted accounting principles have been condensed or omitted in accordance with such rules and regulations.  The information furnished in the interim consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements.  Although management believes the disclosures and information presented are adequate to make the information not        misleading, it is suggested that these interim consolidated financial statements be read in conjunction with the Company’s most recent audited consolidated financial statements and notes hereto as of December 31, 2011.  Operating results for the nine and three months ended September 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012, or any other period.

***Description of Business***

Eyes on the Go, Inc. (the “Company”) was incorporated under the laws of the state of Delaware on August 26, 2010. The Company designs, implements, and provides services relating to the remote monitoring of businesses and other facilities.

On May 11, 2011 the Company completed a Plan and Agreement of Merger with Mutual Exchange Corp. (“Mutual”), whereby Mutual issued 360,600,000 shares of its common stock to the Company and Mutual’s majority shareholder transferred 500,008,000 shares to the shareholders of the Company.        The Company was considered to be the accounting acquirer, and the merger was accounted for as a reverse merger, whereby the Company being the accounting survivor. Accordingly, the historical financial statements presented herein are those of Eyes on the Go, Inc. and do not include the historical financial results of Mutual. The stockholders’ equity section of Mutual has been retroactively restated for all periods presented to reflect the accounting effect of the reverse merger        transaction.

***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 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.

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***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**

Intangible asset represents the integration fee made in connection with the ICARE agreement referred to in Note 6. The fee is being amortized over the four year life of the agreement

***Income Taxes***

The Company accounts for income taxes pursuant to the provisions of the Accounting Standards Codification 740, Accounting for Income Taxes, which requires an asset and liability approach to calculate differed income taxes. The asset and liability approach requires the recognition of deferred tax        liabilities and assets for the expected future tax consequences of temporary difference between the carrying amounts and the tax basis of assets and liabilities.

**2     ****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 $765,741 as of September 30, 2012. 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 until it completes its financing activities. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

**3     ****RELATED PARTY TRANSACTIONS**

Amounts due to related parties consist of:

|                                                                                  |   |   | **September 30,****2012** |   |   |   | **December 31,****2011** |   |
|---------------------------------------------------------------------------------------|--------|--------|---------------------------|--------|--------|--------|--------------------------|--------|
| Promissory note to stockholder bearing interest at .55% per annum and due May 1, 2012 |   | $      | 185,227                   |   |   | $      | 185,227                  |   |
|                                                                                  |   |   |                      |   |   |   |                     |   |
| Due to stockholder, non-interest bearing and due on demand.                           |   |   | 576,513                   |   |   |   | 325,934                  |   |
|                                                                                  |   | $      | 761,740                   |   |   | $      | 511,161                  |   |

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During the nine months ended September 30, 2012 and 2011 the Company incurred consulting expenses totaling $162,000 and $162,000, respectively, for the services of three members of executive management provided by an entity owned by the CEO. That amount is included in due to related parties.

**4****     STOCKHOLDERS’ DEFICIENCY**

In February 2012, the Company issued 375,000 Series B preferred shares in exchange for recruiting services provided to the Company; these shares were valued at $3,209.        During the three months ended March 31, 2012, all of the holders of Series B preferred shares exchanged their shares for 1,277,698 shares of the Company’s common stock.        During the nine months ended September 30, 2012, the Company issued 19,697,414 shares of common stock to investors for proceeds of $90,000. The Company issued 13,307,840 shares of common stock in exchange for services provided to the Company. These shares were valued at $64,990.

**5     INCOME TAXES**

Deferred tax asset

| Net operating loss  |   | $      | 439,236   |   |
|---------------------|--------|--------|-----------|--------|
| Valuation allowance |   |   | (439,236) |   |
|                |   | $      | -         |   |

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those        temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, the Company has established a full valuation allowance against all of the deferred tax assets for every period because it is more likely than not that all of the deferred tax assets will not be realized.

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.

**6     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. The integration fee has been recorded at $72,205 and is being amortized over the four-year life of the agreement. $12,789 has been recorded for        amortization of the agreement during the nine months ended September 30, 2012.

**7     SUBSEQUENT EVENTS**

Management has evaluated events occurring after the date of these financial statements through the date these financial statements were issued. There were no material subsequent events as of that date.

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**ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**

**THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE COMPANY'S FINANCIAL STATEMENTS AND THE NOTES TO THOSE STATEMENTS AND OTHER FINANCIAL INFORMATION APPEARING ELSEWHERE IN THIS REPORT.**

**General**

In January 2012, we introduced a service that 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. A key strength of the systems architecture is that GANDER.tv has customized off-the-shelf software, which we believe presents a significant technological barrier to entry for competitors. We have found that the demand Gander.tv is substantially greater than the demand for video        surveillance and we have discontinued our original business of remote surveillance systems. The Company has terminated its agreement with Xanboo for the distribution of these systems and for the remote monitoring services. The Company is solely focused on its Gander.tv website and service.

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 and have now signed and installed our equipment in 32 venues. 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.  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, with a particular focus on the performance driven segments such as comedy clubs and music venues. All of our offerings including live streaming, segment recording and playback, pay-per-view and free-per-view with promotional codes are now fully functional, and in October 2012, we started to receive revenue from our venue customers for subscription fees in addition to limited pay-per-view ticket sales to consumers. The Gander.tv        team works side by side with these venues to promote the pay-per-view events through their social media channels and emailing lists. We are constantly working on defining more strategies to generate revenues for both our company and the venues and have recently introduced a sponsorship program. In our continued effort, we have also started to sign agreements directly with artists, and now stream directly on both venues and artists’ Facebook pages and other third party        websites.

We believe that a key element for future growth is our agreement with iCare Marketing, Inc. (“iCare”), a wholly owned subsidiary of Sysco Corporation (“Sysco”), whereby iCare will promote the Company’s products 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. We believe that this agreement will increase the sales force’s potential beyond the New York area, which is currently our focus.

We have signed Digital Rights Agreements with the three leading music licensing companies: ASCAP, BMI, and SESAC. This provides us the rights to broadcast any licensed work over the Internet, and covers more than 17 million works. We have also entered into an agreement with Tremor Video, an ad        network representing top agencies and ad campaigns that allows us to obtain the highest paying video ads.

 

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**RESULTS OF OPERATIONS****THREE MONTHS ENDED SEPTEMBER 30, 2012****COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2011**

Revenues

      Revenues for the three months ended September 30, 2012, were $463, compared to $120 for the three months ended September 30, 2011.  The increase in revenues was attributable to the Company’s beginning to charge for online video broadcast services from its        Gander.tv web site for its clients.

General and Administrative Expenses

General and administrative expenses for the three months ended September 30, 2012, were $194,708, compared to $81,742 for the three months ended September 30, 2011.  Operating expenses increased due to an investment in technical personnel to develop new applications and to debug and improve existing        applications. In addition, the Company increased spending on sales and marketing including additional sales people and on program managers to improve services to clients.

Net Loss 

Our net loss for the three month period ended September 30, 2012 was $195,740 which was an increase over the three months ending September 30, 2011 when we lost $81,788. The losses were due to investments in new applications and client services.

**RESULTS OF OPERATIONS****NINE MONTHS ENDED SEPTEMBER 30, 2012****COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2011**

Revenues

      Revenues for the nine months ended September 30, 2012, were $703, compared to $3,929 for the nine months ended September 30, 2011.  The decrease in revenues was attributable to the Company ending its surveillance services and transitioning to the Gander.tv web        site service. To entice clients to join the network, the Company offered free services during a trial period, when costs were incurred but no revenue was realized.

General and Administrative Expenses

General and administrative expenses for the nine months ended September 30, 2012, were $487,437, compared to $306,822 for the nine months ended September 30, 2011.  Operating expenses increased due to the Company adding development and web operations technical personnel, a project manager and        several new sales personnel.

Net Loss 

We had a net loss of $493,669 for the nine month period ended September 30, 2012, as compared to a net loss of $307,536 for the nine month period ended September 30, 2011, principally owing to the increase in our general and administrative expenses.

**LIQUIDITY AND CAPITAL RESOURCES**

At September 30, 2012, we had: (i) total current assets of $16,962, consisting of $15,349 in cash and the balance in inventories, (ii) total liabilities of $825,354, comprised of $761,740 due to related parties and accrued expenses of $63,614, (iii) a working capital deficit of $765,741 and (iv) an        accumulated deficit of $1,288,767.

Of the $761,740 due to related parties, $185,227 was due May 1, 2012, and the Company is negotiating an extension of the due date; the remainder of the debt due to related parties has no specific repayment terms and is due on demand.

Net cash used in operating activities for the nine months ended September 30, 2012, was $215,531, which included a net loss of $493,669, mostly offset by accrued fees to related parties of $162,000, compared to net cash used in operating activities of $66,991 for the nine months ended September        30, 2011.

Net cash provided by financing activities for the nine months ended September 30, 2012, was $178,579, compared to net cash provided in financing activities of $69,948 for the nine months ended September 30, 2011.

Cash Requirements

From its inception (August 26, 2010) to the date hereof, the Company has obtained funding through loans from related parties and private placements. The Company plans to fund its activities during the remainder of fiscal 2012 and beyond from cash on hand and through the sale of debt or equity securities and/or bank financing. We can give no assurance        that sufficient funding will be available on acceptable terms, or at all, and, if it is not, we may have to significantly reduce, or discontinue, our operations. To the extent that we raise additional funds by issuing equity securities or securities that are convertible into our debt securities, our stockholders may experience significant dilution.

The Company believes that it will require capital in the form of equity or borrowed money of approximately $1,100,000 during the next 12 months. The Company’s current liquidity presents a material risk to investors because the Company does not currently have sufficient funds to pay its outstanding obligation of $185,227 to Mark Astrom or to        expand its business as planned. Further, although the Company is seeking additional capital, it has received no commitment for financing from investors or banks and no assurance can be given that any such commitment will be forthcoming or, if so, in what amount.

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Off-Balance Sheet Arrangements

We currently do not have any off-balance sheet arrangements.

**ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK **

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this item.

**ITEM 4. CONTROLS AND PROCEDURES **

*Evaluation of Disclosure Controls and Procedures*

Our management, with the participation of our Chief Executive Officer, who is our acting Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the        “Exchange Act”) as of December 31, 2011.  Based on this evaluation, our Chief Executive Officer and acting Chief Financial Officer concluded that these disclosure controls and procedures were effective as of such date, at a reasonable level of assurance, in ensuring that the information required to be disclosed by the Company in the reports we file or submit under the Exchange Act is: (i) accumulated and communicated to our management (including the Chief Executive        Officer and acting Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

*Internal Control over Financial Reporting*

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f).  Under the supervision and with the participation of our management, including our Chief Executive Officer and acting Chief        Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria in *Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission*.  Based on our evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2011.  Because of its inherent limitations, internal control        over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting pursuant to        temporary rules of the Securities and Exchange Commission.

*Changes in Internal Control over Financial Reporting*

There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial        reporting.

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**PART II - OTHER INFORMATION**

**ITEM 1. LEGAL PROCEEDINGS**

We are not a party to any pending legal proceedings nor is any of our property the subject of any pending legal proceedings. 

**ITEM 1A. RISK FACTORS **

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this item. 

**ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.**

Between July 1, 2012 and September 30, 2012, we issued:

-                      On or about July 10, 2012, we issued 5,000 shares of Common Stock to Fiona Bloom for services.                 
-                      On or about July 10, 2012, we issued 5,000 shares of Common Stock to Leah Joy Malberg for services.                 
-                      On or about July 10, 2012, we issued 350,000 shares of Common Stock to Craig Phares for services.                 
-                      On or about July 15, 2012, we issued 1,000,000 shares of Common Stock to Walter Trum, 750,000 of which were for the conversion of Series B preferred shares and 250,000 were for services.                 
-                      On or about August 29, 2012, we issued 13,112,962 shares of Common Stock to John Berger for proceeds of $50,000 in cash.                 
-                      On or about September 15, 2012, we issued 3,000,000 shares of Common Stock to Jamie Karczewski as additional non-cash compensation.                 
-                      On or about September 15, 2012, we issued 3,000,000 shares of Common Stock to Amie Sepaniak as additional non-cash compensation.                 
-                      On or about September 15, 2012, we issued 2,000,000 shares of Common Stock to Russ Kucinski as additional non-cash compensation.                 
-                      On or about September 15, 2012, we issued 1,000,000 shares of Common Stock to Nick Trum as additional non-cash compensation.                 

**ITEM 3. DEFAULTS UPON SENIOR SECURITIES **

None 

**ITEM 4. (REMOVED AND RESERVED). **

**ITEM 5. OTHER INFORMATION **

None 

**ITEM 6. EXHIBITS**

| **EXHIBIT NUMBER  ** |   | **DESCRIPTION**                                                                     |
|--------------------------------|--------|-------------------------------------------------------------------------------------|
|                           |   |                                                                                |
| 31.1                           |   | Certification of Principal Executive Officer pursuant to Sarbanes-Oxley Section 302 |
|                           |   |                                                                                |
| 32.1                           |   | Certification of Chief Executive Officer pursuant to Sarbanes-Oxley Section 906     |

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**SIGNATURES**

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

|                               | By:    |  /s/ CHRISTOPHER CAREY                                                       |   |
|------------------------------------|--------|-----------------------------------------------------------------------------------|--------|
| Date:  November 27, 2012 |   | Name: Christopher Carey                                                           |   |
|                               |   | Title: Chief Executive Officer, Principal Accounting Officer, President, Director |   |
|                               |   |                                                                              |   |

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