UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-Q





x
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the quarterly period ended January 31, 2014o
Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934For the transition period from ______________ to______________Commission File Number: 333-171637





Now News Digital Media Technology Co. Ltd.


(Exact name of registrant as specified in its charter)





Nevada
Applied For(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)





4F, No. 550, Riuguang Road, Neihu District, Taipei City 114, Taiwan(Address of principal executive offices)





886287978775 ext 500(Registrant’s telephone number)Forever Zen Ltd(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 o Yes x No





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).  o Yes  x No





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.





o  Large accelerated filer
o  Accelerated filero  Non-accelerated filer
x  Smaller reporting company





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





State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 2,412,000 as of March 22, 2014.








1
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TABLE OF CONTENTS






PagePART I – FINANCIAL INFORMATIONItem 1:
Financial Statements
3Item 2:
Management’s Discussion and Analysis of Financial Condition and Results of Operations
13Item 3:
Quantitative and Qualitative Disclosures About Market Risk
16Item 4:
Controls and Procedures
16PART II – OTHER INFORMATIONItem 1:
Legal Proceedings
17Item 1A:
Risk Factors
17Item 2:
Unregistered Sales of Equity Securities and Use of Proceeds
17Item 3:
Defaults Upon Senior Securities
17Item 4:
Mine Safety Disclosures
17Item 5:
Other Information
17Item 6:
Exhibits
17




































2
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PART I - FINANCIAL INFORMATION





Item 1. Financial Statements





Our financial statements included in this Form 10-Q are as follows:





4
Balance Sheets as of January 31, 2014 and October 31, 2013 (unaudited);5
Statements of Operations for the three months ended January 31, 2014 and 2013 and period from March 30, 2010 (Inception) to January 31, 2014 (unaudited);6
Statement of Stockholders' Equity (Deficit) (unaudited) period from March 30, 2010 (Inception) to January 31, 2014 (unaudited);7
Statements of Cash Flows for the three months ended January 31, 2014 and 2013 and period from March 30, 2010 (Inception) to January 31, 2014 (unaudited);8
Notes to Financial Statements;





These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended January 31, 2014 are not necessarily indicative of the results that can be expected for the full year.














































3
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NOW NEWS DIGITAL MEDIATECHNOLOGY CO LTD.


(FORMERLY FOREVER ZEN LTD.)


(A DEVELOPMENT STAGE COMPANY)


BALANCE SHEETS (unaudited)


AS OF JANUARY 31, 2014 AND OCTOBER 31, 2013




January 31, 2014


October 31, 2013ASSETSCurrent AssetsCash and equivalents

$
1,612


$
1,612TOTAL ASSETS

$
1,612


$
1,612LIABILITIES AND STOCKHOLDERS’ DEFICITLiabilitiesCurrent LiabilitiesAccrued expenses

$
25,385


$
28,925Loans payable – related party


27,854



0Total Liabilities


53,239



28,925Stockholders’ DeficitCommon Stock, $.001 par value, 500,000,000 shares authorized, 2,412,000 shares issued and outstanding


2,412



2,412Additional paid-in capital


112,651



112,651Deficit accumulated during the development stage


(166,690
)


(142,376
)Total Stockholders’ Deficit


(51,627
)


(27,313
)TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

$
1,612


$
1,612




















See accompanying notes to financial statements.





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NOW NEWS DIGITAL MEDIA TECHNOLOGY CO LTD.


(FORMERLY FOREVER ZEN LTD.)


(A DEVELOPMENT STAGE COMPANY)


STATEMENTS OF OPERATIONS (unaudited)


FOR THE THREE MONTHS ENDED JANUARY 31, 2014 AND JANUARY 31, 2013


FOR THE PERIOD FROM MARCH 30, 2010 (INCEPTION) TO JANUARY 31, 2014




Three months ended

January 31,

2014


Three months ended

January 31,

2013


For the period from

March 30, 2010

(Inception) to

January 31,

2014REVENUES

$
0


$
0


$
0EXPENSESProfessional fees


23,900



2,000



119,936Consulting fees


0



0



6,000Travel


0



0



3,985Meals and entertainment


0



0



1,470Website expenses


0



0



4,664Transfer agent fees


260



0



19,811General and administrative expenses


154



96



10,824TOTAL EXPENSES


24,314



2,096



166,690LOSS FROM OPERATIONS


(24,314
)


(2,096
)


(166,690
)PROVISION FOR INCOME TAXES


0



0



0NET LOSS

$
(24,314
)

$
(2,096
)

$
(166,690
)NET LOSS PER SHARE: BASIC AND DILUTED

$
(0.01
)

$
(0.00
)WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED


2,412,000



2,412,000














See accompanying notes to financial statements.





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NOW NEWS DIGITAL MEDIA TECHNOLOGY CO LTD.


(FORMERLY FOREVER ZEN LTD.)


(A DEVELOPMENT STAGE COMPANY)


STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) (unaudited)


PERIOD FROM MARCH 30, 2010 (INCEPTION) TO JANUARY 31, 2014





Common Stock


Additional

paid-in


Deficit

accumulated

during the

developmentShares


Amount


capital


stage


TotalInception, March 30, 2010


0


$
0


$
0


$
0


$
0Issuance of founder shares


1,500,000



1,500



28,500



-



30,000Issuance of shares for cash


912,000



912



44,688



-



45,600Net 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
)


54,115Net 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



-



19,577Net 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



-



19,886Net 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 period ended January 31, 2014


-



-



-



(24,314
)


(24,314
)Balance, January 31, 2014


2,412,000


$
2,412


$
112,651


$
(166,690
)

$
51,627
)











See accompanying notes to financial statements.





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NOW NEWS DIGITALMEDIA TECHNOLOGY CO LTD.


(FORMERLY FOREVER ZEN LTD.)


(A DEVELOPMENT STAGE COMPANY)


STATEMENTS OF CASH FLOWS (unaudited)


FOR THE THREE MONTHS ENDED JANUARY 31, 2014 AND 2013


PERIOD FROM MARCH 30, 2010 (INCEPTION) TO JANUARY 31, 2014




Three months ended January 31,

2014


Three months ended January 31,

2013


For the period from March 30, 2010 (Inception) to

January 31,

2014CASH FLOWS FROM OPERATING ACTIVITIESNet loss for the period

$
(24,314
)

$
(2,096
)

$
(166,690
)Change in non-cash working capital items:Changes in assets and liabilities:Increase (decrease) in accrued expenses


(3,540
)


(4,100
)


25,385Net Cash Used by Operating Activities


(27,854
)


(6,196
)


(141,305
)CASH FLOWS FROM FINANCING ACTIVITIESProceeds from issuance of common stock


0



0



75,600Proceeds from related party loans


27,854



6,100



67,317Net Cash Provided by Financing Activities


27,854



6,100



142,917Net Increase in Cash


0



(96
)


1,612Cash, beginning of period


1,612



1,534



0Cash, end of period

$
1,612


$
1,438


$
1,612SUPPLEMENTAL CASH FLOW INFORMATION:Interest paid

$
0


$
0


$
0Income taxes paid

$
0


$
0


$
0SUPPLEMENTAL NON-CASH INVESTING AND FINANCING INFORMATION:Forgiveness of shareholder debt recorded as contributed capital

$
0


$
0


$
39,463














See accompanying notes to financial statements.





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NOW NEWS DIGITAL MEDIA TECHNOLOGY CO LTD.


(FORMERLY FOREVER ZEN LTD.)


(A DEVELOPMENT STAGE COMPANY)


NOTES TO THE FINANCIAL STATEMENTS


JANUARY 31, 2014





NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Nature of Business


Now News Digital Media Technology Co Ltd. (“Now News” or “the Company”) was incorporated on March 20, 2010 as Forever Zen Ltd. On December 12, 2013,the Companyamended itsArticles of Incorporationwith the State of Nevada, Amending Article One to change the name ofthe Company, to Now Mews Digital Media Technology Co Ltd.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 accompanying unaudited interim financial statements have been prepared by Now News pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. Such adjustments consist of normal recurring adjustments.




These interim financial statements should be read in conjunction with the audited financial statements of the Company for the fiscal year ended October 31, 2013.




The results of operations for the three months ended January 31, 2014 are not indicative of the results that may be expected for the full year.




Cash and Cash Equivalents


Now News considers all highly liquid investments with maturities of three months or less to be cash equivalents. At January 31, 2014 and October 31, 2013, the Company had $1,612 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.






8
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NOW NEWS DIGITAL MEDIA TECHNOLOGY CO LTD.


(FORMERLY FOREVER ZEN LTD.)


(A DEVELOPMENT STAGE COMPANY)


NOTES TO THE FINANCIAL STATEMENTS


JANUARY 31, 2014





NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Fair Value of Financial Instruments (continued)


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.





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.








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NOW NEWS DIGITAL MEDIA TECHNOLOGY CO LTD.


(FORMERLY FOREVER ZEN LTD.)


(A DEVELOPMENT STAGE COMPANY)


NOTES TO THE FINANCIAL STATEMENTS


JANUARY 31, 2014




NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





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 January 31, 2014.





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 January 31, 2014 and October 31, 2013:


January 31, 2014


October 31, 2013Accounting and audit fees

$
2,700


$
6,500Legal fees


22,390



22,390Transfer agent fees


295



35Total Accrued Expenses

$
25,385


$
28,925





NOTE 3 – LOANS PAYABLE – RELATED PARTIES





During the year ended October 31, 2011, an officer and shareholder loaned the Company $4,426 to help fund operations. The loans were non-interest bearing, unsecured and due upon demand.





During the year ended October 31, 2012, the officer and shareholder loaned the company an additional $15,151.  The loans were non-interest bearing, unsecured and due upon demand.





The officer and shareholder forgave all amounts due from the company as of October 31, 2012. An amount of $19,577 was forgiven and recorded as contributed capital.





Another officer and shareholder loaned the Company $5,960 during the year ended October 31, 2012. The loans were non-interest bearing, unsecured and due upon demand.





The officer and shareholder loaned the Company an additional $13,926 during the year ended January 31, 2014.  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.





An officer and shareholder loaned the Company $27,854 during the period ended January 31, 2014. The loans are non-interest bearing, unsecured and due upon demand.





The total amount due to the officers and shareholders was $27,854 and $0 as of January 31, 2014 and October 31, 2013, respectively.






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NOW NEWS DIGITAL MEDIA TECHNOLOGY CO LTD.


(FORMERLY FOREVER ZEN LTD.)


(A DEVELOPMENT STAGE COMPANY)


NOTES TO THE FINANCIAL STATEMENTS


JANUARY 31, 2014





NOTE 4 – COMMON STOCK





The Company has 500,000,000 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.





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 period ended January 31, 2014.





As of January 31, 2014 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.





Also on December 26, 2013,the Companyentered into a written Preliminary Definitive Agreement with Worldwide Media Investments Corp, a company incorporated in Anguilla (“Worldwide”), regarding our acquisition of Worldwide as a subsidiary (the“Preliminary Acquisition Agreement”). Pursuant to the provisions of the Preliminary Acquisition Agreement, it is assumed that the transaction shall be completed by January 31, 2014.  As of March 21, 2014, the transaction has not yet closed; and management hopes to have it closed as soon as practicable.  Upon the closing of that transaction, all of the issued and outstanding capital stock of Worldwide shall be acquired bythe Companyin exchange for, on a pro-rata basis, the number of shares of our common stock which will be equal to 99% of the issued and outstanding shares of our common stock.





NOTE 6 – INCOME TAXES





As of January 31, 2014, the Company had net operating loss carry forwards of approximately $166,700 that may be available to reduce future years’ taxable income through 2033. 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 periods ended January 31, 2014 and 2013:


2014


2013Federal income tax benefit attributable to:Current Operations

$
8,267


$
713Less: valuation allowance


(8,267
)


(713
)Net provision for Federal income taxes

$
0


$
0








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NOW NEWS DIGITAL MEDIA TECHNOLOGY CO LTD.


(FORMERLY FOREVER ZEN LTD.)


(A DEVELOPMENT STAGE COMPANY)


NOTES TO THE FINANCIAL STATEMENTS


JANUARY 31, 2014





NOTE 6 – INCOME TAXES (CONTINUED)





The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of January 31, 2014 and October 31, 2013:




January 31, 2014


October 31, 2013Deferred tax asset attributable to:Net operating loss carryover

$
56,675


$
48,408Less: valuation allowance


(56,675
)


(48,408
)Net deferred tax asset

$
0


$
0





Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $166,700 for Federal income tax reporting purposes are subject to annual limitations.





NOTE 7 – LIQUIDITY AND GOING CONCERN





Now News 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 January 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 other than the events described above.


















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Item 2. 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 affect 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.





Company 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.





Churyl Kylo served as our president, chief executive officer and sole director from the date of our incorporation until July 25, 2013.





On July 25, 2013, Churyl Kylo, then our majority shareholder, appointed Hans VanNiekerk as president, chief executive officer and as a member of our board of directors.  Hans VanNiekerk served as our president, chief executive officer and member of our board of directors until November 11, 2013, when he resigned, as a result of a change of control of the Company.





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 represent 62% of our issued and outstanding common stock.  Additionally, those 1,500,000 shares of our common stock are restricted securities.  Pioneer Media Investments Co., Ltd. is beneficially owned and controlled by Alan Chen, our President and a member of our board of directors.





On November 11, 2013, Hans Van Niekerk resigned as our only officer and as a member of our board of directors.  On November 11, 2013, our shareholders voted Alan Chen as a member of our board of directors.





On November 11, 2013, Alan Chen, as our sole director, appointed himself as our president and chief executive officer.  Mr. Chen is 59 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.





On November 11, 2013, we changed the location of our principal place of business to 4F, No. 550, Ruiguang Road, Neihu District, Taipei City 114, Taiwan (Republic of China).





On December 12, 2013, we changed our name to NOW NEWS DIGITAL MEDIA TECHNOLOGY CO LTD.





On December 26, 2013, we entered into a written Preliminary Definitive 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 candidates and assistance in evaluating potential candidates for a possible acquisition.  A copy of that agreement is attached as an exhibit to our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 27, 2013.






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On December 26, 2013, we entered into a written Preliminary Definitive Agreement with Worldwide Media Investments Corp, a company incorporated in Anguilla (“Worldwide”), regarding our acquisition of Worldwide as a subsidiary (the “Acquisition Agreement”).  Pursuant to the provisions of the Acquisition Agreement, it was assumed that the transaction would be completed by January 31, 2014.  As of March 21, 2014, the transaction has not yet closed; and management hopes to have it closed as soon as practicable. Upon the closing of that transaction, all of the issued and outstanding capital stock of Worldwide shall be acquired by the Company in exchange for, on a pro-rata basis, the number of shares of our common stock which will be equal to 99% of the issued and outstanding shares of our common stock.  A copy of the Acquisition Agreement is attached as an exhibit to our Current Report on Form 8-K filed with the SEC on December 27, 2013.





Worldwide, by its subsidiary corporation Sky Media, owns and operates one of the largest Internet news content providers in Taiwan, Republic of China.





On January 31, 2014, Alan Chen, as our sole director, appointed Ching-Fen Huang as a member of our Board of Directors.  Ms. Huang is 42 years old.  From January 1, 2008 to April 28, 2008, Ms. Huang served as the Supervisor of the Accounting Department of ERA DIGITAL MEDIA Co., LTD.  From May 1, 2008 to August 31, 2010, Ms. Huang served as the Manager of the Financial and Accounting Department of CHUNGHWA UNITED GROUP.  From September 1, 2010, continuing until the present, Ms. Huang has served as the Senior Director of the Business Management Department of NOWnews Network Co. LTD.





As a result of the most recent change of control, we have ceased our operations regarding skin care products and our current business is providing various services to consumers and businesses by use of the Internet.  Those services include product advertising, news and similar information.  We believe that the increasing availability of high speed Internet access, electronic readers and connected mobile devices should enable us to provide our services in a timely and competitive manner.




We intend to be a technology leader focused on improving the ways people connect with, use information and engage in commerce.  We intend to organize information and make it accessible and useful.




People are increasingly connected to the Internet and using multiple devices to access products and services.  We expect that our revenue will be affected by evolving consumer preferences, as well as by advertising trends, the acceptance by users of our services as they are delivered on diverse devices, and our ability to create a seamless experience for both users and advertisers.




Advertising transactions continue to shift from offline to online, as the digital economy evolves.  Our business includes online advertising, which consists of a variety of online platforms.




The main focus of our advertising operations is to assist businesses in reaching people across all devices with smarter ads that are relevant and consistent with our commitment to constantly improve their overall web experience.  As a result, we consistently take action to improve the relevance of the ads displayed on our website.




The widespread availability of broadband connections has resulted in a multitude of broadband applications that allow people to get access to news and other information.  In providing useful news and other information to users, our portals continue to gain traction as a method for people to access news and other content.




We conduct our business in highly competitive markets, facing both new and established competitors.  The markets for our services are characterized by rapidly changing technologies, frequent new product introductions, changing consumer trends, short product life cycles, consumer loyalty and evolving industry standards.  Market disruptions caused by new technologies, the entry of new competitors, consolidations among customers and competitors, changes in regulatory requirements, changes in economic conditions, supply chain interruptions or other factors, can introduce volatility into our business.  Meeting all of these challenges requires consistent operational planning and execution and investment in technology, resulting in innovative products that meet the needs of our customers around the world.






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To stay competitive, we invest in research and development to improve the quality of our existing services, as well as to develop new features and services to cater to the changing needs of our users.  We also place tremendous focus on building a stronger organization that can attract, develop and retain the best engineering and business talents.  By focusing on our users and our people, and taking a long-term approach in building our business, we believe we can capitalize on the long-term growth potential in the Internet industry.





Results of Operations for the three months ended January 31, 2014 and 2013 and for the period from March 30, 2010 (Date of Inception) until January 31, 2014





We generated no revenues since our inception. We are presently in the development stage of our business and we can provide no assurance that we will develop viable products or that we will be to enter into commercial production and generate sufficient sales.





We incurred $24,314 in operating expenses for the three months ended January 31, 2014, compared with $2,096 for the three months ended January 31, 2013. We incurred $166,690 for the period from March 30, 2010 (Date of Inception) until January 31, 2014.





Our operating expenses from inception to date have consisted mostly of legal and accounting fees for the preparation of our registration statement and reporting obligations pursuant to the Exchange Act, for consulting and transfer agent fees, and for the development of our website. We expect that our operating expenses will increase as we are able to locate funds and pursue our business objectives. Until then, our operating expenses will largely consist of fees associated with our reporting obligations.





We had a net loss of $24,314 for the three months ended January 31, 2014, compared with $2,096 for the three months ended January 31, 2013. We had an accumulated net loss of $166,690 from March 30, 2010 (Date of Inception) until January 31, 2014.





Liquidity and Capital Resources





As of January 31, 2014, we had total current assets of $1,612, consisting entirely of cash. Our total current liabilities as of January 31, 2014 were $53,239. Thus, we have a working capital deficit of $51,627 as of January 31, 2014.





Operating activities used $141,305 in net cash for the period from March 30, 2010 (Date of Inception) until January 31, 2014. Our net loss of $166,690 was the major contributing factor to our negative operating cash flow. Investing activities used no cash during the period from March 30, 2010 (Date of Inception) until January 31, 2014. Financing activities generated $142,917 from the sale of our common stock and from related party loans during the period from March 30, 2010 (Date of Inception) until January 31, 2014.





Based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We intend to fund operations through increased sales and debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.





Off Balance Sheet Arrangements





As of January 31, 2014, there were no off balance sheet arrangement.





Going Concern





We have a working capital deficit, have incurred losses since inception, and have received no revenues from sales of products or services. These factors create substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.






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Our ability to continue as a going concern is dependent on our generating cash from the sale of our common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling our equity securities and obtaining debt financing to fund our capital requirement and ongoing operations; however, there can be no assurance we will be successful in these efforts.





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.





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.





Item 3. Quantitative and Qualitative Disclosures AboutMarket Risk





A smaller reporting company is not required to provide the information required by this Item.





Item 4. Controls and Procedures





Disclosure Controls and Procedures





We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of July 31, 2013. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of January 31, 2014, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.




A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of January 31, 2014, our disclosure controls and procedures were not effective: (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 US GAAP and SEC guidelines.





Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting





Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, 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, 2014: (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 are largely dependent upon our 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 affected in a material manner.




We are unable to remedy our controls related to the inadequate segregation of duties and ineffective risk management until we receive financing to hire additional employees.






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Changes in Internal Control over Financial Reporting





There were no changes in our internal control over financial reporting during the three months ended July 31, 2013 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.





PART II – OTHER INFORMATION





Item 1. Legal Proceedings





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 1A. Risk Factors





A smaller reporting company is not required to provide the information required by this Item.





Item 2. Unregistered Sales of Equity Securities and Use of Proceeds





None.




Item 3. Defaults uponSenior Securities





None.




Item 4. Mine SafetyDisclosures





N/A





Item 5. Other Information





None.





Item 6. Exhibits





Exhibit Number

Description of Exhibit31.1*

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2*

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1*

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 2002101**

The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2014 formatted in Extensible Business Reporting Language (XBRL).*Provided herewith**To be provided as part of a Form 10Q amendment.











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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.





Now News Digital Media Technology Co. Ltd.Date:
March 22, 2014By:
/s/ Alan ChenAlan ChenTitle:
Chief Executive Officer, Chief Financial Officer and Director





































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