UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
| x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended October 31, 2014 | |
| o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from ______________ to _____________ | |
| Commission file number: 333-171637 | |
| NOWNEWS DIGITAL MEDIA TECHNOLOGY CO LTD. |
| (Exact name of registrant as specified in its charter) |
| Nevada | 36-4794119 |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
4F, No. 550, Ruiguang Road, Neihu District Taipei City 114, Taiwan (Republic of China) |
| (Address of principal executive offices) |
| Registrant’s telephone number: +886-287978775 ext 500 |
| Securities registered under Section 12(b) of the Exchange Act: |
| Title of each class | Name of each exchange on which registered |
| none | not applicable |
| Securities registered under Section 12(g) of the Exchange Act: |
| Title of class |
| none |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o No x
Indicate by checkmark 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 o No x
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
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 |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes x No o
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was $1,368,000(912,000 shares of common stock held by non-affiliates, closing price on April 30, 2014 was $1.50).
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 2,412,000 as of November 12, 2014
TABLE OF CONTENTS
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Forward Looking Statements
This Form 10-K contains “forward-looking” statements including statements regarding our expectations of our future operations. For this purpose, any statements contained in this Form 10-K that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control.
These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth, our ability to successfully make and integrate acquisitions, new product development and introduction, existing government regulations and changes in, or the failure to comply with, government regulations, adverse publicity, competition, fluctuations and difficulty in forecasting operating results, change in business strategy or development plans, business disruptions, the ability to attract and retain qualified personnel, the ability to protect technology, and the risk of foreign currency exchange rate. Although the forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. In light of these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Except as required by law, we undertake no obligation to announce publicly revisions we make to these forward-looking statements to reflect the effect of events or circumstances that may arise after the date of this report. All written and oral forward-looking statements made subsequent to the date of this report and attributable to us or persons acting on our behalf are expressly qualified in their entirety by this section.
Business of Company
We were incorporated as Forever Zen Ltd. on March 30, 2010, in the state of Nevada for the purpose of developing, manufacturing and selling a line of skin care products specifically for men.
On November 11, 2013, Pioneer Media Investments Co., Ltd. purchased 1,500,000 shares of our common stock from Churyl Kylo and Hans Van Niekerk for $135,000.00 in cash. Those 1,500,000 shares of our common stock represented 62% of our issued and outstanding common stock immediately following the sale. As a result of the transaction, a change in control of the Company occurred and in connection therewith, Hans Van Niekerk resigned as our sole officer and director, and Alan Chen was elected as our president, chief executive officer and sole director. Pioneer Media Investments Co., Ltd. is beneficially owned and controlled by Alan Chen.
On December 13, 2013, we changed our name to NowNews Digital Media Technology Co, Ltd.
On December 26, 2013, we entered into a preliminary agreement with GIA Consultant Corp, a Hong Kong corporation (“GIA”), pursuant to which GIA will provide certain consulting services to us in connection with prospective qualified business acquisition and assistance in evaluating potential candidates for a possible acquisition.
On December 26, 2013, we entered into a preliminary agreement with Worldwide Media Investments Corp, a company incorporated in Anguilla (“Worldwide”), to acquire all the issued and outstanding capital stock of Worldwide. Worldwide, through its wholly owned subsidiary, Sky Media Investments Co., Ltd., owns and operates one of the largest Internet news content providers in Taiwan, Republic of China. As of the date of this report, the contemplated acquisition has not been completed yet and there can be no assurance that the contemplated acquisition will be completed.
As a result of the most recent change of control, we have ceased our operations regarding skin care products and plan to engage in business that provides various services to consumers and businesses through the Internet such as online product advertising, news generating and disseminating.
On January 31, 2014, Ching-Fen Huang was appointed as a member of our Board of Directors.
| 3 |
Competition
We currently do not have any operation and therefore do not face any competition.
Intellectual Property
We do not currently own or license any intellectual property or have any pending application for any intellectual property.
Regulatory Matters
We are subject to the laws and regulations of those jurisdictions in which we plan to operate our business, which are generally applicable to business operations, such as business licensing requirements, income taxes and payroll taxes. New laws and regulations (or new interpretations and changes in enforcement of existing laws and regulations) may impact our business. The costs of compliance with these laws and regulations are not known and may increase in the future, and any failure on our part to comply with these laws may subject us to significant liabilities and other penalties.
Research and Development
We did not have any research and development activities for the past two fiscal years.
Employees
We have no employees other than our officer and directors, Alan Chen and Ching-Fen Huang. Mr. Chen currently oversees all responsibilities in the areas of corporate administration and business development. He currently devotes approximately 16 hours a week to the affairs of the Company. When and if we commence operations, we intend to expand our current management to retain skilled directors, officers, and employees with experience relevant to our business. However, there is no assurance that we will ever be able to commence operations.
Environmental Laws
We have not incurred and do not anticipate incurring any expenses associated with environmental laws.
Smaller reporting companies are not required to provide the information required by this item.
We maintain our corporate office at 4F, No. 550, Ruiguang Road, Neihu District, Taipei City 114, Taiwan (Republic of China). The office space is adequate and suitable for our needs.
We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.
Item 4. Mine Safety Disclosures
Not applicable.
| 4 |
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is currently quoted on the OTCQB under the symbol “NDMT.” There has not been any significant trading to date in the Company’s common stock.
Holders of Our Common Stock
As of November 12, 2014, we had 2,412,000 shares of our common stock issued and outstanding, held by 39 shareholders of record.
Dividends
There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends when after giving effect to the distribution of the dividend:
| 1. | We would not be able to pay our debts as they become due in the usual course of business, or; | |
| 2. | Our total assets would be less than the amount of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those persons receiving the distribution. |
We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.
Securities Authorized for Issuance under Equity Compensation Plans
We do not have any equity compensation plans.
Item 6. Selected Financial Data
A smaller reporting company is not required to provide the information required by this Item.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
Overview
We were incorporated as Forever Zen Ltd. on March 30, 2010, in the state of Nevada for the purpose of developing, manufacturing and selling a line of skin care products specifically for men. As a result of the most recent change of control, we have ceased our operations regarding skin care products and plan to engage in business that provides various services to consumers and businesses through the Internet such as online product advertising, news generating and disseminating.
| 5 |
Results of Operations for the Years Ended October 31, 2014 and 2013 and for the period from inception (March 30, 2010) to October 31, 2014
We have not earned any revenues since our inception. We have recently ceased all of our operations and are presently in the stage of considering other business possibilities. We have entered into a preliminary agreement to acquire a company that owns and operates one of the largest Internet news content providers in Taiwan, Republic of China. There can be no assurance that we will be able to complete the acquisition successfully or once completed that the Company will not require additional capital or generate profits.
Our operating expenses for the year ended October 31, 2014 were $181,058, as compared with $29,667 for the year ended October 31, 2013. Our operating expenses for the year ended October 31, 2014 mainly consisted of professional fees in the amount of $173,229, transfer agent and Edgar filing agent fees of $5,437 and general and administrative expenses of $2,392. Our operating expenses for the year ended October 31, 2013 consisted of professional fees in the amount of $28,230, transfer agent fees of $835, and general and administrative expenses of $602.
Our operating expenses for the period from inception (March 30, 2010) through October 31, 2014 were $323,434, and consisted of professional fees in the amount of $269,265, consulting fees of $6,000, travel expenses of $3,985, meals and entertainment of $1,470, website expenses of $4,664, transfer agent and Edgar filing agent fees of $24,988, and general and administrative expenses of $13,062.
We had a net loss of $181,058 for the year ended October 31, 2014, as compared with $29,667 for the year ended October 31, 2013, and a net loss of $323,434 for the period from inception (March 30, 2010) to October 31, 2014.
Liquidity and Capital Resources
As of October 31, 2014, we had total current assets of $1,813. Our total current liabilities as of October 31, 2014 were $210,184. Thus, we had a working capital deficit of $208,371 as of October 31, 2014.
Operating activities used $206,596 in cash for the year ended October 31, 2014. Our net loss of $181,058 was the primary component of our negative operating cash flow. Cash flows provided by financing activities during year ended October 31, 2014 consisted of $204,984, which were proceeds from related party loans.
We anticipate that our future liquidity requirements will arise from the need to fund our operations if commenced. The primary sources of funding for such requirements are expected to be cash generated from operations and raising additional funds from the private sources and/or debt financing. However, we can provide no assurances that we will be able to generate sufficient cash flow from operations and/or obtain additional financing on terms satisfactory to us, if at all, to remain a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis and ultimately to attain profitability. We do not have the necessary cash and revenue to satisfy our cash requirements for the next twelve months. We cannot guarantee that additional funding will be available on favorable terms, if at all. If adequate funds are not available, we believe that our officers and directors will contribute funds to pay for some of our expenses. However, we have not made any arrangements or agreements with our officers and directors regarding such advancement of funds.
Going Concern
We have a deficit accumulated during the development stage of $323,434 as of October 31, 2014. Our financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, we have no current source of revenue. Without realization of additional capital, it would be unlikely for us to continue as a going concern. Our management plans on raising cash from public or private debt or equity financing, on an as needed basis and in the longer term, and, ultimately, upon achieving profitable operations through the development of business activities.
Critical Accounting Policies
In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We do not believe that any accounting policies currently fit this definition.
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Recently Issued Accounting Pronouncements
We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.
Off Balance Sheet Arrangements
As of October 31, 2014, there were no off balance sheet arrangements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
A smaller reporting company is not required to provide the information required by this Item.
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements Required by Article 8 of Regulation S-X:
Audited Financial Statements:
| 7 |
 |
Audit • Tax • Consulting • Financial Advisory Registered with Public Company Accounting Oversight Board (PCAOB) |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Boards of Directors
Nownews Digital Media Technology Co Ltd.
(Formerly Forever Zen Ltd.)
Taipei City, Taiwan (Republic of China)
We have audited the accompanying balance sheet of Nownews Digital Media Technology Co Ltd. (Formerly Forever Zen Ltd.), as of October 31, 2014, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the year then ended and for the period from March 30, 2010 (date of inception) to October 31, 2014. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audit 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Nownews Digital Media Technology Co Ltd. (Formerly Forever Zen Ltd.) as of October 31, 2014, and the results of its operations and cash flows for the year then ended and for the period from March 30, 2010 (date of inception) to October 31, 2014, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that Nownews Digital Media Technology Co Ltd. (Formerly Forever Zen Ltd.) will continue as a going concern. As discussed in Note 7 to the financial statements, the Company has incurred losses from operations, has a working capital deficit and is in need of additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 7. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
| /s/ KCCW Accountancy Corp. | |
| KCCW Accountancy Corp. | |
| Diamond Bar, California | |
| November 12, 2014 |
KCCW Accountancy Corp.
22632 Golden Springs Dr. #230, Diamond Bar, CA 91765, USA
Tel: +1 909 348 7228 • Fax: +1 626 529 1580 • info@kccwcpa.com
| F-1 |
| Silberstein Ungar, PLLC CPAs and Business Advisors | |
|
Phone (248) 203-0080 Fax (248) 281-0940 30600 Telegraph Road, Suite 2175 Bingham Farms, MI 48025-4586 www.sucpas.com | |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Boards of Directors
Now News Digital Media Technology Co Ltd.
(Formerly Forever Zen Ltd.)
Taipei City, Taiwan (Republic of China)
We have audited the accompanying balance sheet of Now News Digital Media Technology Co Ltd. (Formerly Forever Zen Ltd.), as of October 31, 2013, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the year then ended. 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 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. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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 present fairly, in all material respects, the financial position of Now News Digital Media Technology Co Ltd. (Formerly Forever Zen Ltd.), as of October 31, 2013 and the results of its operations and cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming that Now News Digital Media Technology Co Ltd. (Formerly Forever Zen Ltd.) will continue as a going concern. As discussed in Note 7 to the financial statements, the Company has incurred losses from operations, has a working capital deficit and is in need of additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 7. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Silberstein Ungar, PLLC
Silberstein Ungar, PLLC
Bingham Farms, Michigan
March 15, 2014
| F-2 |
NOWNEWS DIGITAL MEDIA TECHNOLOGY CO LTD.
(FORMERLY FOREVER ZEN LTD.)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
AS OF OCTOBER 31, 2014 AND 2013
| 2014 | 2013 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and equivalents | $ | - | $ | 1,612 | ||||
| Prepaid Expenses | 1,813 | - | ||||||
| TOTAL ASSETS | $ | 1,813 | $ | 1,612 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Liabilities | ||||||||
| Current Liabilities | ||||||||
| Accrued expenses | $ | 5,200 | $ | 28,925 | ||||
| Loans payable – related party | 204,984 | - | ||||||
| Total Liabilities | 210,184 | 28,925 | ||||||
| Stockholders’ Deficit | ||||||||
| Common Stock, $.001 par value, 50,000,000 shares authorized, 2,412,000 shares issued and outstanding | 2,412 | 2,412 | ||||||
| Additional paid-in capital | 112,651 | 112,651 | ||||||
| Deficit accumulated during the development stage | (323,434 | ) | (142,376 | ) | ||||
| Total Stockholders’ Deficit | (208,371 | ) | (27,313 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | 1,813 | $ | 1,612 | ||||
See accompanying notes to financial statements.
| F-3 |
NOWNEWS DIGITAL MEDIA TECHNOLOGY CO LTD.
(FORMERLY FOREVER ZEN LTD.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED OCTOBER 31, 2014 AND 2013
FOR THE PERIOD FROM MARCH 30, 2010 (INCEPTION) TO OCTOBER 31, 2014
| Year ended October 31, 2014 | Year ended October 31, 2013 | For the period from March 30, 2010 (Inception) to October 31, 2014 | ||||||||||
| REVENUES | $ | - | $ | - | $ | - | ||||||
| EXPENSES | ||||||||||||
| Professional fees | 173,229 | 28,230 | 269,265 | |||||||||
| Consulting fees | - | - | 6,000 | |||||||||
| Travel | - | - | 3,985 | |||||||||
| Meals and entertainment | - | - | 1,470 | |||||||||
| Website expenses | - | - | 4,664 | |||||||||
| Transfer agent fees | 5,437 | 835 | 24,988 | |||||||||
| General and administrative expenses | 2,392 | 602 | 13,062 | |||||||||
| TOTAL EXPENSES | 181,058 | 29,667 | 323,434 | |||||||||
| LOSS FROM OPERATIONS | (181,058 | ) | (29,667 | ) | (323,434 | ) | ||||||
| PROVISION FOR INCOME TAXES | - | - | - | |||||||||
| NET LOSS | $ | (181,058 | ) | $ | (29,667 | ) | $ | (323,434 | ) | |||
| NET LOSS PER SHARE: BASIC AND DILUTED | $ | (0.08 | ) | $ | (0.01 | ) | ||||||
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | 2,412,000 | 2,412,000 | ||||||||||
See accompanying notes to financial statements.
| F-4 |
NOWNEWS DIGITAL MEDIA TECHNOLOGY CO LTD.
(FORMERLY FOREVER ZEN LTD.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
PERIOD FROM MARCH 30, 2010 (INCEPTION) TO OCTOBER 31, 2014
| Common Stock | Additional
paid-in |
Deficit accumulated during the development |
||||||||||||||||||
| Shares | Amount | capital | stage | Total | ||||||||||||||||
| Inception, March 30, 2010 | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||
| Issuance of founder shares | 1,500,000 | 1,500 | 28,500 | - | 30,000 | |||||||||||||||
| Issuance of shares for cash | 912,000 | 912 | 44,688 | - | 45,600 | |||||||||||||||
| Net loss for the period ended October 31, 2010 | - | - | - | (21,485 | ) | (21,485 | ) | |||||||||||||
| Balance, October 31, 2010 | 2,412,000 | 2,412 | 73,188 | (21,485 | ) | 54,115 | ||||||||||||||
| Net loss for the year ended October 31, 2011 | - | - | - | (62,452 | ) | (62,452 | ) | |||||||||||||
| Balance, October 31, 2011 | 2,412,000 | 2,412 | 73,188 | (83,937 | ) | (8,337 | ) | |||||||||||||
| Forgiveness of shareholder debt | - | - | 19,577 | - | 19,577 | |||||||||||||||
| Net loss for the year ended October 31, 2012 | - | - | - | (28,772 | ) | (28,772 | ) | |||||||||||||
| Balance, October 31, 2012 | 2,412,000 | 2,412 | 92,765 | (112,709 | ) | (17,532 | ) | |||||||||||||
| Forgiveness of shareholder debt | - | - | 19,886 | - | 19,886 | |||||||||||||||
| Net loss for the year ended October 31, 2013 | - | - | - | (29,667 | ) | (29,667 | ) | |||||||||||||
| Balance, October 31, 2013 | 2,412,000 | $ | 2,412 | $ | 112,651 | $ | (142,376 | ) | $ | (27,313 | ) | |||||||||
| Net loss for the year ended October 31, 2013 | - | - | - | (181,058 | ) | (181,058 | ) | |||||||||||||
| Balance, October 31, 2014 | 2,412,000 | $ | 2,412 | $ | 112,651 | $ | (323,434 | ) | $ | (208,371 | ) | |||||||||
See accompanying notes to financial statements.
| F-5 |
NOWNEWS DIGITAL MEDIA TECHNOLOGY CO LTD.
(FORMERLY FOREVER ZEN LTD.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED OCTOBER 31, 2014 AND 2013
PERIOD FROM MARCH 30, 2010 (INCEPTION) TO OCTOBER 31, 2014
| Year ended October 31, 2014 | Year ended October 31, 2013 | For the period from March 30, 2010 (Inception) to October 31, 2014 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
| Net loss for the period | $ | (181,058 | ) | $ | (29,667 | ) | $ | (323,434 | ) | |||
| Change in non-cash working capital items: | ||||||||||||
| Changes in assets and liabilities: | ||||||||||||
| Decrease (increase) in prepaid expenses | (1,813 | ) | 0 | (1,813 | ) | |||||||
| Increase (decrease) in accrued expenses | (23,725 | ) | 15,819 | 5,200 | ||||||||
| Net Cash Used in Operating Activities | (206,596 | ) | (13,848 | ) | (320,047 | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||
| Proceeds from issuance of common stock | 0 | 0 | 75,600 | |||||||||
| Proceeds from related party loans | 204,984 | 13,926 | 244,447 | |||||||||
| Net Cash Provided by Financing Activities | 204,984 | 13,926 | 320,047 | |||||||||
| Net Increase (decrease) in Cash | (1,612 | ) | 78 | 0 | ||||||||
| Cash, beginning of period | 1,612 | 1,534 | 0 | |||||||||
| Cash, end of period | $ | 0 | $ | 1,612 | $ | 0 | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||||||
| Interest paid | $ | 0 | $ | 0 | $ | 0 | ||||||
| Income taxes paid | $ | 0 | $ | 0 | $ | 0 | ||||||
| SUPPLEMENTAL NON-CASH INVESTING AND FINANCING INFORMATION: | ||||||||||||
| Forgiveness of shareholder debt recorded as contributed capital | $ | 0 | $ | 19,886 | $ | 39,463 | ||||||
See accompanying notes to financial statements.
| F-6 |
NOWNEWS DIGITAL MEDIA TECHNOLOGY CO LTD.
(FORMERLY FOREVER ZEN LTD.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 2014
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Nownews Digital Media Technology Co Ltd. (Formerly Forever Zen Ltd.) (“Now News” or “the Company”) was incorporated in Nevada on March 30, 2010. Now News is planning on entering the business of internet media and news content. Now News is a development stage company and has not yet realized any revenues from its planned operations.
Development Stage Company
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development-stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted an October 31 fiscal year end.
Cash and Cash Equivalents
Now News considers all highly liquid investments with maturities of three months or less to be cash equivalents. At October 31, 2014 and 2013, the Company had $0 and $1,612 of cash, respectively.
Fair Value of Financial Instruments
The Company’s financial instruments consist of cash and cash equivalents, accrued expenses, and amounts due to a related party. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk.
In addition to defining fair value, the disclosure requirements around fair value establish a fair value hierarchy for valuation inputs which is expanded. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:
Level 1 – inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.
| F-7 |
NOWNEWS DIGITAL MEDIA TECHNOLOGY CO LTD.
(FORMERLY FOREVER ZEN LTD.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 2014
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Fair Value of Financial Instruments (continued)
Level 2 – inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.
The carrying value of the Company’s financial assets and liabilities which consist of cash and cash equivalents, accrued expenses, and amounts due to a related party are valued using level 1 inputs. The Company believes that the recorded values approximate their fair value due to the short maturity of such instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, exchange or credit risks arising from these financial instruments.
Income Taxes
The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized.
Any deferred tax asset is considered immaterial and has been fully offset by a valuation allowance because at this time the Company believes that it is more likely than not that the future tax benefit will not be realized as the Company has no current operations.
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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 date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of October 31, 2014.
| F-8 |
NOWNEWS DIGITAL MEDIA TECHNOLOGY CO LTD.
(FORMERLY FOREVER ZEN LTD.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 2014
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Recent Accounting Pronouncements
Now News does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
NOTE 2 – ACCRUED EXPENSES
Accrued expenses consisted of the following at October 31, 2014 and 2013:
| 2014 | 2013 | |||||||
| Accounting and audit fees | $ | 5,000 | $ | 6,500 | ||||
| Legal fees | 0 | 22,390 | ||||||
| Transfer agent fees | 200 | 35 | ||||||
| Total Accrued Expenses | $ | 5,200 | $ | 28,925 | ||||
NOTE 3 – LOANS PAYABLE – RELATED PARTIES
The officer and shareholder loaned the Company totaling $13,926 during the year ended October 31, 2013. The loans were non-interest bearing, unsecured and due on demand. As of October 31, 2013, the balance of the loans were forgiven and recorded as contributed capital.
The officer and shareholder loaned the Company an additional of $204,984 during the year ended October 31, 2014. The loans were non-interest bearing, unsecured and due on demand.
The total amount due to the officers and shareholders was $204,984 and $0 as of October 31, 2014 and 2013, respectively.
NOTE 4 – COMMON STOCK
The Company has 50,000,000 shares of $0.001 par value common stock authorized.
During the period ended October 31, 2010, the Company issued 1,500,000 shares of common stock to its founder for total cash proceeds of $30,000. The Company also issued 912,000 common shares to several investors at $0.05 per share for total cash proceeds of $45,600.
An officer and shareholder forgave all amounts due from the company as of October 31, 2012 and the amount of $19,577 was recorded as contributed capital.
| F-9 |
NOWNEWS DIGITAL MEDIA TECHNOLOGY CO LTD.
(FORMERLY FOREVER ZEN LTD.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 2014
NOTE 4 – COMMON STOCK (CONTINUED)
An officer and shareholder forgave all amounts due from the company as of October 31, 2013 and the amount of $19,886 was recorded as contributed capital.
There were no additional shares issued during the years ended October 31, 2014 and 2013, respectively.
As of October 31, 2014 and 2013 there were 2,412,000 shares of common stock issued and outstanding.
NOTE 5 – COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.
NOTE 6 – INCOME TAXES
As of October 31, 2014, the Company had net operating loss carry forwards of approximately $181,058 that may be available to reduce future years’ taxable income through 2034. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
The provision for Federal income tax consists of the following for the years ended October 31:
| 2014 | 2013 | |||||||
| Federal income tax benefit attributable to: | ||||||||
| Current Operations | $ | 61,560 | $ | 10,087 | ||||
| Less: valuation allowance | (61,560 | ) | (10,087 | ) | ||||
| Net provision for Federal income taxes | $ | 0 | $ | 0 | ||||
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of October 31:
| 2014 | 2013 | |||||||
| Deferred tax asset attributable to: | ||||||||
| Net operating loss carryover | $ | 61,560 | $ | 48,408 | ||||
| Less: valuation allowance | (61,560 | ) | (48,408 | ) | ||||
| Net deferred tax asset | $ | 0 | $ | 0 | ||||
| F-10 |
NOWNEWS DIGITAL MEDIA TECHNOLOGY CO LTD.
(FORMERLY FOREVER ZEN LTD.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 2014
NOTE 7 – LIQUIDITY AND GOING CONCERN
Nownews Digital Media Technology Co Ltd. (Formerly Forever Zen Ltd.) has a working capital deficit, has incurred losses since inception, and has received no revenues from sales of products or services. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.
The ability of Now News to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.
NOTE 8 – SUBSEQUENT EVENTS
In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to October 31, 2014 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.
| F-11 |
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
No events have occurred requiring disclosure under Item 304 of Regulation S-K during the fiscal year ended October 31, 2014.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, our principal executive officer and principal financial officer evaluated our company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this annual report on Form 10-K. Based on this evaluation, our sole chief executive officer and principal financial officer concluded that as of October 31, 2014, these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and include controls and procedures designed to ensure that such information is accumulated and communicated to our company’s management, including our company’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
The conclusion that our disclosure controls and procedures were not effective was due to the presence of material weaknesses in internal control over financial reporting as identified below under the heading “Management’s Report on Internal Control over Financial Reporting.” Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated. Our company intends to remediate the material weaknesses as set out below.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) for our company. Our company’s internal control over financial reporting is designed to provide reasonable assurance, not absolute assurance, regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that our company’s receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.
Our management, including our principal executive officer and principal financial officer, conducted an evaluation of the design and operation of our internal control over financial reporting as of October 31, 2014 based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, our management concluded our internal control over financial reporting was not effective as at October 31, 2014 due to the following material weaknesses: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both United States generally accepted accounting principles and Securities and Exchange Commission guidelines. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated. We plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending October 31, 2015, subject to obtaining additional financing: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out above are largely dependent upon our company securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely effected in a material manner.
| 8 |
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.
Changes in Internal Control Over Financial Reporting.
There were no changes in the Company’s internal control over financial reporting during the quarter ended October 31, 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
None
Item 10. Directors, Executive Officers and Corporate Governance
The following information sets forth the name of our director and executive officer, his age as of the date of this report and his positions.
| Name | Age | Position | Held Since | |||
| Alan Chen | 60 | Chief Executive Officer, Chief Financial Officer, and Director | November 11,2013 | |||
| Ching-Fen Huang | 43 | Director | January 31, 2014 |
Set forth below is a brief description of the background and business experience of our executive officer and directors.
Alan Chen is 60 years old and for the past decade has been the chairman of the Chunghwa United Holdings Group, a consortium of multimedia companies actively involved in cable television, “5TV”, “NowNews”, “Airnet” and other global media ventures. We believe his experience qualifies him to serve as our officer and director.
Ching-Fen Huang. Ms. Huang served as senior director of the Business Management Department at NOWnews from September 1, 2010 through August 31, 2014 and was the manager of the Financial and Accounting Department in Chunghwa United Group from May 1, 2008 through August 31, 2010. Before that, she supervised the Accounting Department of Era Digital Media Co., Ltd. from January 1, 2008 to April 28, 2008. Ms. Huang received her bachelor’s degree in accounting from Ming Chuan University in 1994. Ms. Huang was appointed to our board of directors due to her rich financial and accounting experience in new media and internet companies.
| 9 |
Term of Office
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
Family Relationships
There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.
Involvement in Certain Legal Proceedings
To the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
Committees of the Board
Our company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our directors believe that it is not necessary to have such committees, at this time, because the functions of such committees can be adequately performed by the board of directors. In addition, we do not have any audit committee financial expert.
Our company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The board of directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our President and director, Alan Chen, at the address appearing on the first page of this annual report.
Compensation Committee Interlocks and Insider Participation
During the fiscal year ended October 31, 2014, Alan Chen served as both our director and officer. However, none of our executive officers serves as a member of the Board of Directors or compensation committee of any other entity that has one or more of its executive officers serving as a member of our Board of Directors.
Code of Ethics
As of October 31, 2014, we had not adopted a Code of Ethics for Financial Executives, which would include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. However, we expect to adopt a code of ethics as we develop our business.
| 10 |
Item 11. Executive Compensation
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by, or paid to both to our officers and to our directors for all services rendered in all capacities to us for our fiscal years ended October 31, 2014 and 2013.
| SUMMARY COMPENSATION TABLE | ||||||||||||||||||||||||||||||||||||
| Name and principal position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity
Incentive Plan Compensation ($) | Nonqualified
Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||||
| Alan Chen, President, | ||||||||||||||||||||||||||||||||||||
| Chief Executive Officer, | 2014 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
| Chief Financial Officer and Director | 2013 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
| Hans Van Niekerk, | ||||||||||||||||||||||||||||||||||||
| Former President, Chief Executive Officer, | 2014 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
| Chief Financial Officer and Director | 2013 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
| Churyl Kylo, | ||||||||||||||||||||||||||||||||||||
| Former President, Chief Executive Officer, | 2014 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
| Chief Financial Officer and Director | 2013 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
Narrative Disclosure to the Summary Compensation Table
We have not entered into any employment agreement or consulting agreement with our executive officers. There are no arrangements or plans in which we provide pension, retirement or similar benefits for executive officers.
Although we do not currently compensate our officers, we reserve the right to provide compensation at some time in the future. Our decision to compensate officers depends on the availability of our cash resources with respect to the need for cash to further our business purposes.
Stock Option Grants
We have not granted any stock options to the executive officers or directors since our inception.
Outstanding Equity Awards at Fiscal Year-End
We did not have any equity award outstanding as of October 31, 2014.
Director Compensation
We do not pay any compensation to our directors at this time. However, we reserve the right to compensate our directors in the future with cash, stock, options, or some combination of the above.
Stock Option Plans
We did not have a stock option plan in place as of October 31, 2014.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain information known to us with respect to the beneficial ownership of our Common Stock as of November 12, 2014, by (1) all persons who are beneficial owners of 5% or more of our voting securities, (2) each director, (3) each executive officer, and (4) all directors and executive officers as a group. The information regarding beneficial ownership of our common stock has been presented in accordance with the rules of the Securities and Exchange Commission. Under these rules, a person may be deemed to beneficially own any shares of capital stock as to which such person, directly or indirectly, has or shares voting power or investment power, and to beneficially own any shares of our capital stock as to which such person has the right to acquire voting or investment power within 60 days through the exercise of any stock option or other right. The percentage of beneficial ownership as to any person as of a particular date is calculated by dividing (a) (i) the number of shares beneficially owned by such person plus (ii) the number of shares as to which such person has the right to acquire voting or investment power within 60 days by (b) the total number of shares outstanding as of such date, plus any shares that such person has the right to acquire from us within 60 days. Including those shares in the tables does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares.
| 11 |
Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity.
Except as otherwise indicated, all Shares are owned directly and the percentage shown is based on 2,412,000 Shares of Common Stock issued and outstanding as of November 12, 2014.
| Name and Address of Beneficial Owners of Common Stock | Title of Class | Amount and Nature of Beneficial Ownership | % of Common Stock | |||||||
| 5% SHAREHOLDERS | ||||||||||
| Pioneer Media Investments Co., Ltd. (1) Unit 706, Haleson Building, No.1, Jubilee Street, Hong Kong, People’s Republic of China | Common Stock | 1,500,000 | 62 | % | ||||||
| DIRECTORS AND OFFICERS | ||||||||||
| Alan Chen (2) | Common Stock | 1,500,000 | 62 | % | ||||||
| Ching-Fen Huang | Common Stock | 0 | 0 | |||||||
| DIRECTORS AND OFFICERS – (two persons) | 1,500,000 | 62 | % | |||||||
| (1) | Pioneer Media Investments Co., Ltd. (“Pioneer”) is beneficially owned and controlled by Alan Chen. |
| (2) | Includes 1,500,000 shares of common stock held through Pioneer. |
Item 13. Certain Relationships and Related Transactions, and Director Independence
None of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction over the last two years or in any presently proposed transaction which, in either case, has or will materially affect us.
We have not adopted written policies and procedures specifically for related person transactions. Our Board of Directors is responsible to approve all related party transactions.
Director Independence
As of the date of this annual report, our common stock is traded on the OTCQB. The OTCQB does not impose on us standards relating to director independence or the makeup of committees with independent directors, or provide definitions of independence.
Item 14. Principal Accounting Fees and Services
Below is the table of Audit Fees (amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial statements for the years ended:
| 12 |
| Financial Statements for the Year Ended October 31 | Audit Services | Audit Related Fees | Tax Fees | Other Fees | ||||||||||||
| 2014 | $ | 11,000 | $ | 0 | $ | 0 | $ | 0 | ||||||||
| 2013 | $ | 10,700 | $ | 0 | $ | 0 | $ | 0 | ||||||||
Pre-Approval Policies and Procedures
The Board of Directors pre-approves all audit and non-audit services performed by the Company’s auditor and the fees to be paid in connection with such services in order to assure that the provision of such services does not impair the auditor’s independence.
Item 15. Exhibits, Financial Statements Schedules
| (a) | Financial Statements and Schedules |
The following financial statements and schedules listed below are included in this Form 10-K.
Financial Statements (See Item 8)
| (b) | Exhibits |
| Exhibit Number |
Description | ||
| 3.1 | Articles of Incorporation, as amended (1) | ||
| 3.2* | Certificate of Amendment of the Company * | ||
| 3.3 | Bylaws, as amended (1) | ||
| 31.1* | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
| 32.1** | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
| 101.INS | XBRL Instance Document* | ||
| 101.SCH | XBRL Taxonomy Extension Schema Document* | ||
| 101.CAL | XBRL Taxonomy Calculation Linkbase Document* | ||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document* | ||
| 101.LAB | XBRL Taxonomy Label Linkbase Document* | ||
| 101.PRE | XBRL Taxonomy Presentation Linkbase Document* |
*Filed herewith.
** Furnished herewith
(1) Incorporate by reference herein the exhibits to the Company’s Form S-1 filed on January 11, 2011.
| 13 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NOWNEWS DIGITAL MEDIA TECHNOLOGY CO. LTD. | ||
| Date: November 12, 2014 | By: | /s/ Alan Chen |
| Alan Chen | ||
| Chief Executive Officer, Chief Financial Officer and director | ||
| (Principal Executive Officer and Principal Accounting and Financial Officer) | ||
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Alan Chen | Chief Executive Officer, Chief Financial Officer and director | November 12, 2014 | ||
| Alan Chen | (Principal Executive Officer and Principal Accounting and Financial Officer) | |||
| /s/ Ching-Fen Huang | Director | November 12, 2014 | ||
| Ching-Fen Huang |
| 14 |
