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EX-9.1 - EX9_1 - NowNews Digital Media Technology Co. Ltd.ex9_1.htm
EX-9.2 - EX9_2 - NowNews Digital Media Technology Co. Ltd.ex9_2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): December 26th, 2013

 

Commission File Number: 333-171637

 

NOW NEWS DIGITAL MEDIA TECHNOLOGY CO LTD.

(fka Forever Zen Inc.)

(Exact name of small business issuer as specified in its charter)

 

Nevada

(State or other jurisdiction of incorporation or organization)

Applied For

(IRS Employer Identification No.)

 

4F, No.550, Ruiguang Road, Neihu District

Taipei City 114, Taiwan

(Address of principal Executive offices)

 

E09 Calle Jacarandas

Urbanizacion, Los Laureles

Escazu, San Jose Costa Rica

(Former Address of Executive offices)

 

88 6287978775 ext 500

(Issuer’s telephone number)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On December 12th, 2013, the Company Amended its Articles of Incorporation with the State of Nevada, Amending Article One to change the name of the Company, which is now known as NOW NEWS DIGITAL MEDIA TECHNOLOGY CO LTD., and as such the Company now has a new Cusip Number reflecting this change, 67012R 105.

 

 

Item 1.01. Entry into Material Definitive Agreements.

 

On December 26th, 2013, the Company 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 the Company in connection with prospective qualified business acquisition candidates in order to aid the Company in evaluations of those potential candidates for possible acquisition.

 

The foregoing information regarding the Consulting Agreement is not intended to be complete and is qualified in its entirety by reference to the actual Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K.

 

Also on December 26th, 2013, the Company 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 “Preliminary Acquisition Agreement”). Pursuant to the provisions of the Preliminary Acquisition Agreement, it is assumed that the transaction shall be completed by January 31st, 2013. 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.

 

The foregoing information regarding the Preliminary Acquisition Agreement is not intended to be complete and is qualified in its entirety by reference to the complete text of the Preliminary Acquisition Agreement, a copy of which is attached as Exhibit 1.2 to this Current Report on Form 8-K.

 

In accordance with General Instruction B.2 of Form 8-K, the information specified in this Current Report on Form 8-K, including Exhibit 1.1 and Exhibit 1.2, that is furnished pursuant to this Item 1.01, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

  

Item 9.01 EXHIBITS.

 

(d) Exhibits.

 

Exhibit number and Description

 

9.1Preliminary Definitive Agreement with GIA Consultant Corp, dated December 26th, 2013.
9.2Preliminary Definitive Agreement with Worldwide Media Investments Corp dated December 26th, 2013.  

 

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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 hereunto duly authorized.

 

Date: December 26th, 2013

 

NOW NEWS DIGITAL MEDIA TECHNOLOGY CO LTD.

 

By: /s/Alan Chen

Alen Chen, Director

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