EXHIBIT 5.1

                         CONSENT OF INDEPENDENT AUDITOR

                          INDEPENDENT AUDITORS' REPORT

Board of Directors
EYE SPAN ENTERTAINMENT NETWORK, INC.

We have  audited  the  accompanying  balance  sheet  of EYE  SPAN  ENTERTAINMENT
NETWORK,  INC. (a development stage enterprise),  (the" Company") as of February
15, 2004 and the related statements of operations, stockholders' equity and cash
flows for the period from  Inception  (January 7, 2003) to  February  15,  2004.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  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 includes examining on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial statements referred to above presently fairly, in
all material respects,  the financial position of the Company as of February 15,
2004 and the  results of its  operations  and its cash flow for the period  from
Inception  (January 7, 2004) to February 15, 2004 in conformity  with accounting
principles generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Notes 1 and 2
to the accompanying financial statements,  the Company has no established source
of revenue,  and may be unable to generate any cash from  operations as a result
of  contemplated  funding  or  corporate   acquisitions,   all  of  which  raise
substantial doubt about its ability to continue as a going concern. Management's
plan in regard to these  matters is also  discussed  in Note 2. These  financial
statements do not include, any adjustments that might result from the outcome of
these uncertainties.



JAY J. SHAPIRO, CPA
a professional corporation


Los Angeles, California
February 16, 2004

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