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EX-31.4 - EXHIBIT 31.4 - NowNews Digital Media Technology Co. Ltd.tv491290_ex31-4.htm
EX-31.3 - EXHIBIT 31.3 - NowNews Digital Media Technology Co. Ltd.tv491290_ex31-3.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

(Mark One)

FORM 10-K/A

 

Amendment No. 1

 

 

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

 

For the fiscal year ended December 31, 2017

 

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

 

For the transition period from __________________ to ___________________

 

Commission file number: 333-171637

 

NOWNEWS DIGITAL MEDIA TECHNOLOGY CO. LTD.

(Exact name of registrant as specified in its charter)

 

Nevada   36-4794119
State or other jurisdiction of   (I.R.S. Employer
Incorporation or organization   Identification No.)

 

4F, No. 32, Ln. 407, Sec. 2, Tiding Road, Neihu District, Taipei City, Taiwan   114
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: +886-2-87978775

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Securities registered pursuant to section 12(g) of the Act: None.

  

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes x No

 

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 x No

 

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.

x Yes ¨ 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). x Yes ¨ No

 

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. ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer ¨  Smaller reporting company x
    Emerging growth company ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

¨ Yes x No

 

On June 30, 2017, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the Common Stock held by non-affiliates of the registrant was $80,881,500, based upon the closing price on that date of the Common Stock of the registrant on the OTCQB of $5.00. For purposes of this response, the registrant has assumed that its directors, executive officers and beneficial owners of 5% or more of its Common Stock are deemed affiliates of the registrant.  

 

The number of shares of common stock, par value $0.001 (the “Common Stock”), outstanding as of April 16, 2018 is 23,072,000.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.

 

 

 

 

Explanatory Note

 

This Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) amends NowNews Digital Media Technology Co. Ltd.’s Annual Report on Form 10-K for the year ended December 31, 2017, originally filed with the Securities and Exchange Commission on April 17, 2018 (the “Original Filing”) for the purpose of furnishing Exhibits 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T.

 

Except as expressly set forth above, this Amendment No. 1 does not, and does not purport to, amend, update, change or restate the information in any other item of the Original Filing or reflect any events that have occurred after the date of the Original Filing.

 

 

Item 15. Exhibits, Financial Statement Schedules.

 

Exhibit    
No.   Description
     
3.1   Articles of Incorporation of the Company (1)
     
3.2   Certificate of Amendment of the Company (2)
     
3.3   Bylaws of the Company (1)
     
10. 1   Share Exchange Agreement, dated November14, 2014, by and among the Company, Worldwide Media Investments Corp, NOWnews Network Co., Ltd., and the shareholders of Worldwide Media Investments Corp (4)
     
10.2   Personal Guarantee, dated November 14, 2014, by Alan Chen and Chiu-Li Tu (3)
     
10.3   NOWnews Office Lease Agreement dated March 3, 2015, by and between the Company and Yiqiu International Department Store Co., Ltd. (5)
     
10.4   Lease Termination Agreement, dated March 15, 2015, by and between the Company and Shin Kong Life Insurance Co., Ltd. (5)
     
10.5   Share Exchange Agreement, dated April 13, 2016, by and among the Company, Dawnrain Media Co., Ltd., New Taoyard Advertising Co., Ltd., Beijing New Tong Ying Culture Media Co., Ltd. and its shareholders (6)
     
10.6   Financial Advisory Service Recognition Agreement, dated September 20, 2016, by and between the Company, and GIA Investments Corp. (7)
     
10.7   Share Exchange Agreement, dated October 4, 2016, by and among the Company, MySong Industrial Co., Ltd. and its shareholders. (8)
     
10.8   Share Exchange Agreement, dated November 19, 2016, by and among the Company, Lao Development Holding Limited and its shareholders (9)
     
10.9   Cooperation Agreement, dated January 14, 2017, by and between the Company and Earl International Development Sdn. Bhd. (10)
     
10.10   Subscription Agreement, dated June 22, 2017, by and between the Company and an Taiwanese investor (11)
     

21.1   List of Subsidiaries
     
31.1   Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

  

31.2   Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. †
     
31.3   Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
     
31.4   Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
     
32.1   Certification of the Principal Executive Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  †
     
32.2   Certification of the Principal Financial Officer pursuant to 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.

† Previously filed with Annual Report on Form 10-K for year ended December 31, 2017

 

(1) Incorporated by reference herein the exhibits to the Company’s Form S-1 filed on January 11, 2011.
(2) Incorporated by reference the exhibit to the Company’s Form 10-K filed on November 12, 2014.
(3) Incorporated by reference the exhibit to the Company’s Form 8-K filed on November 14, 2014.
(4) Incorporated by reference the exhibit to the Company’s Form 8-K/A filed on January 9, 2015.
(5) Incorporated by reference the exhibits 10.6 and 10.7 to the Company’s Form 10-K filed on March 31, 2015.
(6) Incorporated by reference the exhibits 10.1 to the Company’s Form 8-K filed on April 15, 2016
(7) Incorporated by reference the exhibits 10.1 to the Company’s Form 8-K filed on September 21, 2016
(8) Incorporated by reference the exhibits 10.1 to the Company’s Form 8-K filed on October 7, 2016
(9) Incorporated by reference the exhibits 10.1 to the Company’s Form 8-K filed on November 23, 2016
(10) Incorporated by reference the exhibits 10.1 to the Company’s Form 8-K filed on January 18, 2017
(11) Incorporated by reference the exhibits 10.1 to the Company’s Form 8-K filed on  June 27, 2017

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

  NOWNEWS DIGITAL MEDIA TECHNOLOGY CO. LTD.
   
Date: April 18, 2018 By: /s/ Shuo-Wei Shih
    Shuo-Wei Shih
    Chief Executive Officer
    (Principal Executive Officer)
     
Date: April 18, 2018 By: /s/ Chi-Yuan Chang
    Chi-Yuan Chang
    Interim Chief Financial Officer
    (Principal 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/ Shuo-Wei Shih   Chief Executive Officer  and Director   April 18, 2018
Shuo-Wei Shih   (Principal Executive Officer)    
         
/s/ Shang-Hong Lin   Director   April 18, 2018
Shang-Hong Lin        
         
/s/ En Ming Tseng   Director   April 18, 2018
En Ming Tseng        
         
/s/ Yuhao Aixinjueluo   Director   April 18, 2018
Yuhao Aixinjueluo