UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

[X]

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

For the quarterly period ended

September 30, 2013

[ ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number

000-52747

NEOLOGIC ANIMATION INC.

(Exact name of registrant as specified in its charter)

Nevada

N/A

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

Jindi Garden, Boyage, Xihu District, Hangzhou, Zhejian, P.R. China

N/A

(Address of principal executive offices)

(Zip Code)

011 86 1358 841 1118

(Registrant’s telephone number, including area code)

N/A

(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.

[X]

YES

[ ]

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

[X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small 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

[ ]

Accelerated filer

[ ]

Non-accelerated filer

[ ]

(Do not check if a smaller reporting company)

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]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

[ ]

YES

[ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

185,000,000 common shares issued and outstanding as of November 19, 2013.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION.. 3

Item 1. Financial Statements. 3

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 12

Item 3. Quantitative and Qualitative Disclosure About Market Risks. 18

Item 4. Controls and Procedures. 18

PART II – OTHER INFORMATION.. 18

Item 1. Legal Proceedings. 18

Item 1A. Risk Factors. 18

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 18

Item 3. Defaults Upon Senior Securities. 19

Item 4. Mine Safety Disclosures. 19

Item 5. Other Information. 19

Item 6. Exhibits . 19

SIGNATURES. 21

Neologic Animation Inc.
(A Development Stage Company)
Consolidated Balance Sheets
(Unaudited)

				September 30, 2013		December 31, 2012
Assets
	Current assets
		Cash and cash equivalents	$	40,105	$	94,906

Total assets			$	40,105	$	94,906

Liabilities and Shareholders' Deficit
	Current liabilities
		Accounts payable and accrued expenses	$	12,170	$	41,417
		Due to related parties		685		685
		Short-term loan - third party		111,998		166,900
		Short-term loan - related party		21,000		21,000
		Convertible notes payable, net of discount $50,629		12,371		-
		Derivative Liabilities		72,839		-
	Total current liabilities			231,063		230,002

Commitments and Contingencies

Stockholders' Deficit
	Preferred stock, $0.00001 par value, 100,000,000 shares authorized, none issued and outstanding			-		-
	Common stock, $0.00001 par value, 400,000,000 shares authorized, 185,000,000 shares issued and outstanding			1,850		1,850
	Additional paid-in deficit			2,565		(9,685)
	Accumulated other comprehensive income			67		67
	Subscription receivable			(50,000)		(50,000)
	Accumulated deficit			(145,440)		(77,328)
	Total stockholders' deficit			(190,958)		(135,096)
Total liabilities & stockholders' deficit			$	40,105	$	94,906

The accompanying notes are an integral part of these unaudited consolidated financial statements.
F-1

Neologic Animation Inc. and Subsidiaries
(A Development Stage Company)
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)

			For the Three Months Ended September 30, 2013		For the Three Months Ended September 30, 2012		For the Nine Months Ended September 30, 2013		For the Nine Months Ended September 30, 2012		From Inception (May4, 2011) to September 30, 2013

Revenue		$	-	$	-	$	-	$	-	$	-

Operating expenses
	General and administrative		22,665		20,523		46,004		48,017		115,566

Operating loss			(22,665)		(20,523)		(46,004)		(48,017)		(115,566)

Other income (expenses):											-
	Interest income		32		5		102		6		131
	Interest expense		(13,361)		(1,681)		(21,765)		(2,778)		(29,560)
	Change in fair value of derivative liability		(445)		-		(445)		-		(445)
	Total other expenses		(13,774)		(1,676)		(22,108)		(2,772)		(29,874)

Net loss		$	(36,439)	$	(22,199)	$	(68,112)	$	(50,789)	$	(145,440)

Other comprehensive income
Foreign currency translation			-		1		-		2		67
Total comprehensive loss		$	(36,439)	$	(22,198)	$	(68,112)	$	(50,787)	$	(145,373)
Loss per common share - basic and diluted		$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)

Weighted-average shares outstanding, basic and diluted			185,000,000		185,000,000		185,000,000		136,094,891

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-2

Neologic Animation Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)

					For the Nine Months Ended September 30, 2013		For the Nine Months Ended September 30, 2012		For period from May 4, 2011 (inception) to September 30, 2013
Cash Flows From Operating Activities
	Net loss			$	(68,112)	$	(50,789)	$	(145,440)
		Adjustments to reconcile net loss to net cash used in operating activities
			Donated rent and services		6,750		3,750		12,750
			Imputed interest		5,500		2,321		9,485
			Amortization of debt discount		12,371		-		12,371
			Loss on derivative at issuance		9,394		-		9,394
			Change in fair value of derivative liability		445		-		445
		Changes in operating assets and liabilities:
			Accounts payable		(29,247)		16,718		(8,796)
Net cash used in operating activities					(62,899)		(28,000)		(109,791)

Cash Flows From Financing Activities
	Advances from (repayment to) related party				-		4,067		685
	Repayment of notes payable				(70,000)		-		(70,000)
	Proceeds from notes payable				78,098		123,900		202,498
	Cash contributions from shareholders				-		-		16,646
Net cash provided by financing activities					8,098		127,967		149,829

Effect of exchange rate changes on cash					-		2		67

Net increase (decrease) in cash and cash equivalents					(54,801)		99,969		40,105
Cash and cash equivalents, beginning of period					94,906		1,976		-
Cash and cash equivalents, end of period				$	40,105	$	101,945	$	40,105

Supplemental information:
		Income tax paid		$	-	$	-	$	-
		Interest paid		$	-	$	-	$	-

Non-cash investing and financing activities:
		Shares issued under reverse merger for assumption of accounts payable		$	-	$	20,966	$	20,966
		Shares issued under reverse merger for assumption of notes payable		$	-	$	42,500		42,500
		Shares issued under reverse merger for assumption of notes payable – related party		$	-	$	21,000		21,000
		Fair value of derivative liability		$	72,394	$	-	$	72,394

The accompanying notes are an integral part of these unaudited consolidated financial statements.
F-3

Neologic Animation Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 1 – NATURE OF OPERATIONS

Neologic Animation Inc. (“Neologic” or the “Company”) was incorporated in the State of Nevada on January 26, 2006. The Company is a Development Stage Company. The Company’s principal business is an educational software company in the People’s Republic of China. The Company is focused in educational software development and marketing company; currently developing a website to be marketed as “Naniya World” for primary school students in China. The website’s goal is to educate children on how to develop and hone their creative skills through interactive educational games that incorporate Adobe Flash. The games incorporate a curriculum that has been developed by some of China’s top professors and child psychology experts. It sets itself apart from other after school programs in China because it deviates from the traditional methods of Chinese education. The Company’s mission is to inspire every child in China to become the best student they can possibly be by showing them that learning is fun. Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for fiscal 2012 as reported in the Form 10-K have been omitted.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year-end is now December 31.

Use of Estimates

The preparation of financial statements in conformity with U.S. 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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company regularly evaluates estimates and assumptions related to donated expenses and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Earnings (Loss) Per Common Share

Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method for options and warrants and the if-converted method for convertible preferred stock and convertible debt. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company currently does not have any dilutive financial instruments outstanding.

F-4

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in a foreign currency. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized.

Fair Value Measurement

The Company values its derivative instruments under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The three levels of the fair value hierarchy defined by ASC 820 are as follows:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date.

Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company uses Level 3 to value its derivative instruments.

The following table sets forth by level with the fair value hierarchy the Company’s financial assets and liabilities measured at fair value on September 30, 2013.

F-5

	Level 1	Level 2	Level 3	Total
Liabilities
Derivative liability	$ -	$ -	$ 72,839	$ 72,839

Recent Accounting Pronouncements

The Company does not expect the adoption of any other recently issued accounting pronouncements to have a significant effect on its financial position or results of operations.

Subsequent Events

The Company evaluated subsequent events through the date the financial statements were issued for disclosure consideration.

NOTE 3 – GOING CONCERN

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. Since inception, the Company has not generated revenues and has not paid any dividends and is unlikely to either pay dividends or generate revenues in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing, the Company’s success in acquiring interests in properties that have economically recoverable reserves, and the attainment of profitable operations. As at September 30, 2013, the Company has a working capital deficit, generated no revenues since inception, and has an accumulated deficit totaling $145,440 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 4 – RELATED PARTY TRANSACTIONS

As September 30, 2013 and December 31, 2012, the Company was indebted to a current director and a current officer in the amount of $21,000, respectively, representing cash advances and expenses paid on behalf of the Company. The balances consist of advances that are non-interest bearing, unsecured and due on demand.

During the nine months ended September 30, 2013 and 2012, the Company recognized $6,750 and $3,750, respectively, for donated rent and services. These amounts were charged to operations and recorded as additional paid-in capital.

NOTE 5 – CONVERTIBLE NOTES

On August 7, 2013, the Company entered into a securities purchase agreement with Asher Enterprises, Inc. Under the terms of the agreement the Company issued an 8% convertible promissory note, in the aggregate principal amount of $63,000, which note matures on May 9, 2014 and may be converted into shares of its common stock at any time after 180 days from August 7, 2013, subject to adjustments as further set out in the note. The conversion price shall be at a variable conversion rate of 58% multiplied by the market price, being the average of the lowest three trading prices for the Company’s common stock during the 10 trading day period ended on the latest complete trading day prior to the conversion date, subject to adjustments as further set out in the note. The Company has the right to prepay the note within 60 days of August 7, 2013, in consideration of the payment of an amount equal to 130%, multiplied by the sum of the then outstanding principal amount of the note plus accrued and unpaid interest on the unpaid principal.

The Company analyzed the Convertible Promissory Notes for derivative accounting consideration under FASB ASC 470 and determined that the embedded conversion feature, with a grant date fair value of $72,394 and qualified for accounting treatment as a financial derivative (See Note 6). The Company recognized a discount of $63,000 on this note as result of the embedded conversion feature being a financial derivative. The Company recognized $9,394 loss on derivative on the issuance date. The discount will be amortized by the Company through interest expense over the life of the note.

F-6

A summary of value changes to the Convertible Promissory Notes for the nine months ended September 30, 2013 is as follows:

		Asher Note
Principal amount	$	63,000
Less: discount related to fair value of the embedded conversion feature		(63,000	)
Add: amortization of discount		12,371
Carrying value at September 30, 2013	$	12,371

During the period ended September 30, 2013, the Company recorded $12,371 amortization of the debt discount on Asher Note.

NOTE 6 – DERIVATIVE LIABILITY

The Company has determined that the variable conversion price under its Asher note causes the embedded conversion feature to be a financial derivative. The Company may not have enough authorized common shares to settle its obligation if the note holder elects to convert the note to common shares when the trading price is lower than certain threshold.

The fair value of the conversion feature is recognized as a financial derivative at issuance and is measured at fair value at each reporting period. The fair values of the financial derivative were calculated using a modified binomial valuation model with the following assumptions at the loan origination date and September 30, 2013:

	Loan	September 30,
	Origination Date	2013

Market value of common stock on measurement date (1)	$0.002	$0.002
Adjusted conversion price (2)	$0.001	$0.001
Risk free interest rate (3)	0.12%	0.10%
Life of the note in years	0.75 years	0.75 years
Expected volatility (4)	202%	205%
Expected dividend yield (5)	-	-

(1)	The market value of common stock is based on closing market price as of August 7, 2013 and September 30, 2013.
(2)	The adjusted conversion price is calculated based on conversion terms described in the note agreement.
(3)	The risk-free interest rate was determined by management using the 1 year Treasury Bill as of the respective Offering or measurement date.
(4)	The volatility factor was estimated by management using the historical volatilities of the Company’s stock.
(5)	Management determined the dividend yield to be 0% based upon its expectation that it will not pay dividends for the foreseeable future.

The following table provides a summary of the changes in fair value of the derivative financial instruments measured at fair value on a recurring basis using significant unobservable inputs:

	Financial Derivatives
Fair value at issuance	$ 72,394
Change in fair value of derivative liability	445
Fair value at September 30, 2013	$ 72,839

F-7

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in US Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report, the terms we", "us", "our" and "our company" mean Neologic Animation Inc., and our wholly-owned subsidiary, Full East International Limited., a British Virgin Islands company and Full East's wholly owned subsidiary, Hangzhou Naniya Technology Co. Ltd., a People's Republic of China company and Hangzhou Xuerun Education & Technology Ltd. a People's Republic of China Company of which Full East holds a controlling contractual interest, unless otherwise indicated.

Corporate Overview

We were incorporated in the State of Nevada on January 26, 2006 under the name "Henix Resources, Inc.". Our original business was as an exploration stage corporation engaged in the search for mineral deposits or reserves which are not in either the development or production stage.

On December 16, 2010, we changed our name to "China Forest Energy Corp." by way of a merger with our wholly-owned subsidiary China Forest Energy Corp. which was formed for the sole purpose of the change of name. In addition to our change of name, we effected a 9 for 1 forward split of our authorized and issued and outstanding common shares. Our preferred shares were not affected by the stock split.

On November 18, 2011, we received consent resolutions from our directors and officers, and the holder of 54.3% of our issued and outstanding securities, to change our name to "Narnia Corp.", to reduce the authorized capital to 400,000,000 shares of common stock with a par value $0.00001 and to effect a 9:1 forward stock split of our issued and outstanding shares of common stock. Upon effect of the forward stock split, our issued and outstanding shares of common stock increased to 162,729,000 shares of common stock with a par value of $0.00001. The change of name and decrease to our authorized capital became effective with the Nevada Secretary of State on January 18, 2012. The stock split became effective with Financial Industry Regulatory Authority on January 25, 2012.

On May 7, 2012, we filed Articles of Merger with the Nevada Secretary of State to change our name from "Narnia Corp." to "Neologic Animation Inc.", to be effected by way of a merger with our wholly-owned subsidiary Neologic Inc., which was created solely for the name change. The name change became effective on May 11, 2012 upon approval from the Financial Industry Regulatory Authority. Our CUSIP number is 64049V 100.

Effective May 14, 2012, we acquired Full East International Limited, a British Virgin Islands corporation. Through its subsidiaries Full East provides a range of goods and services in the areas of information technology and interactive education. The acquisition was carried out in accordance with a share exchange agreement dated May 7, 2012 among our company, Full East, and the selling shareholders of Full East.

Full East was incorporated in the British Virgin Islands on May 4, 2011. It has the expertise in the business of providing advisory and services in developing, marketing, and distributing educational cards used as a tool to educate children through the means of online games.

Full East has one wholly owned subsidiary, Hangzhou Naniya Technology Co., Ltd., a wholly-owned foreign enterprise established on July 7, 2011, and organized under the laws of the People’s Republic of China (“PRC”). Naniya's main business is information technology consulting, technology and project planning; as well as non-cultural education and training for children and adults; computer software, technology development, technical services and technical advice.

Full East also holds a controlling contractual interest in Hangzhou Xuerun Education & Technology, Ltd. Xuerun was incorporated in the City of Hangzhou, Province of Zhejiang, PRC on July 5, 2011. Xuerun's main business is the creation of online educational games for students who are in primary school and middle school in China. Xuerun is in the development and creation of a website to educate children as to how to develop and hone their creative skills through interactive educational games that incorporate Adobe Flash. The games incorporate a curriculum that has been developed by some of China’s top professors and child psychology experts. It sets itself apart from other after school programs in China because it deviates from the traditional methods of Chinese education, which rely heavily on repetition and memorization, causing children to act in a generally conformist manner and to have similar thought processes. By stimulating the child’s thought processes; the child’s attention is focused on the subject at hand.

Prior to the closing of the share exchange agreement dated May 7, 2012 our fiscal year end was April 30. Subsequent to the closing, our fiscal year end changed to December 31.

We maintain our business offices at Jindi Garden, Boyage, Xihu District, Hangzhou, Zhejiang, People's Republic of China and our telephone number is (86) 1358 841 1118.

Current Business

Pursuant to our acquisition of Full East on May 14, 2012, we are now an online gaming and educational company that plans to provide interactive web based educational content and online games to primary school students.

Our flagship product is Naniya World, an after school education website for primary school students in China. The website, www.kkl123.com, incorporates many aspects of the educational experience together with an interesting and fun approach to learning to help teach children and maintain their focus on their studies. The website adopts Flash games to explain subject knowledge in an exciting manner, and is designed in a way that will cover areas of human intelligence that is necessary for children to conquer in their early primary school years. The games are designed to be interactive and incorporate an entire community of users that can interact with each other in social and educational ways. Naniya World is focused on cultivating students’ independent learning capacity as well as their self-development capacity in order to foster creative and productive thought processes.

Subjects covered on the website range from art and music to science and math to language to cultural education. The program is extremely well thought out and is developed by top professors and educators in China. It sets itself apart from other after school programs in China because it deviates from the traditional ways of Chinese education, which incorporate dull and boring ways of educating which do not inspire the child’s thought process but rather focus on memorization and teach children to act in generally the same manner and have similar thought processes. By stimulating the child’s thought process, the child’s attention is focused on the subject at hand.

The core of Naniya World’s products and services is its website which has several modules that incorporates after-school education and interactive games, allowing the student to become part of the story and keeping the child on the subject matter. The modules not only focus on creating an atmosphere of quality education, but also focus on developing good study habits among other useful habits.

Marketing of the website will initially occur in the Yangtze River Delta, incorporating the Zhejiang, Jiangsu Hangzough, and Shanghai regions. After stable revenue is generated and word of mouth gets out, our company will focus on developing its efforts in the Pearl River Delta in South China. Later on, marketing will occur in other areas of the east coast of China, including Beijing, Tianjin and other port cities. Marketing will be focused towards parents rather than children. We will form partnerships with after school training centers in the aforementioned areas and will form agreements with them so they can use the website during their lessons.

On August 7, 2013, we entered into a securities purchase agreement with Asher Enterprises, Inc. Under the terms of the agreement our company issued an 8% convertible promissory note, in the aggregate principal amount of $63,000, which note matures on May 9, 2014 and may be converted into shares of our company’s common stock at any time after 180 days from August 7, 2013, subject to adjustments as further set out in the note. The conversion price shall be at a variable conversion rate of 58% multiplied by the market price, being the average of the lowest three trading prices for our company’s common stock during the 10 trading day period ended on the latest complete trading day prior to the conversion date, subject to adjustments as further set out in the note. Our company has the right to prepay the note within 60 days of August 7, 2013, in consideration of the payment of an amount equal to 130%, multiplied by the sum of the then outstanding principal amount of the note plus accrued and unpaid interest on the unpaid principal.

Plan of Operations

Cash Requirements

We have little cash on hand, no financing arrangements and no lines of credit or other bank financing arrangements. There can be no assurance that we will be able to close any financing and if we do close any financings, there can be no assurance that they will be sufficient to meet our needs for the upcoming 12 months.

In order to execute our business plan, we estimate that we will require approximately $1,100,000 over the next 12 months. However, we estimate that we will require approximately $70,000 in order to sustain our basic operations and meet our public reporting requirements for the same 12 month period. In the event that we are unable to raise sufficient financing to execute our business plan, we will downscale our business plan and operations as required by our budgetary limitations.

Our working capital requirements are expected to increase in line with the growth of our business.

We estimate that our expenses over the next 12 months will be approximately $1,100,000 as described in the table below. These estimates may change significantly depending on the nature of our future business activities and our ability to raise capital from shareholders or other sources.

Description	Estimated Completion Date	Estimated Expenses ($)
Legal and accounting fees	12 months	80,000
Website and app development	4 months	175,000
Management and consulting costs	12 months	275,000
Marketing	8 months	400,000
Acquisition of fixed assets	12 months	100,000
General and administrative expenses	12 months	70,000
Total		1,100,000

We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through advances and loans from shareholders and related parties. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to developmental expenses associated with a start-up business. (ii) expansion of server facilities, technical support, and related infrastructure; and (iii) expansion of our marketing campaign. We intend to finance these expenses with further issuances of securities, and debt issuances. We require additional capital and generate revenues to meet both our immediate, short-term, long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to sustain our operations, develop our business, or take advantage of prospective new business endeavours or opportunities, which could significantly and materially restrict our business operations or cause our business to fail. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.

Inflation

Inflation and changing prices have not had a material effect on our business and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future. However, our management will closely monitor the price change in travel industry and continually maintain effective cost control in operations.

Results of Operations

We have not generated any revenue since inception and are dependent upon obtaining financing to pursue our business activities. For these reasons, our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

Our operating results for the three and nine-month periods ended September 30, 2013 and 2012 and for the period from May 4, 2011 (inception) to September 30, 2013 are summarized as follows:

		Three Months Ended September 30, 2013		Three Months Ended September 30, 2012		Nine Months Ended September 30, 2013		Nine Months Ended September 30, 2012		Period from May 4, 2011 (Inception) to September 30, 2013
Revenue	$	Nil	$	Nil	$	Nil	$	Nil	$	Nil

Operating expenses	$	22,665	$	20,523	$	46,004	$	48,017	$	115,566
Total other expenses, net	$	13,774	$	1,676	$	22,108	$	2,772	$	29,874
Net loss	$	(36,439)	$	(22,199)	$	(68,112)	$	(50,789)	$	(145,440)

For the three-month periods ended September 30, 2013 and 2012, we reported revenues of $Nil and $Nil, respectively. For the three months ended September 30, 2013, total expenses were $36,439, compared to $22,199 reported for the same period in 2012.

For the nine-month periods ended September 30, 2013 and 2012, we reported revenues of $Nil and $Nil, respectively. For the nine months ended September 30, 2013, total expenses were $68,112, compared to $50,789 reported for the same period in 2012.

Total expenses reported for the three and nine-month periods ended September 30, 2013 and 2012 primarily represent expenses incurred for general administration, professional fees, rental, filing fees and bank service charges. Compared with 2012, we had $12,371 amortization expense on debt discount and $445 loss on derivative.

Liquidity and Capital Resources

Working Capital

		At September 30, 2013 ($)		At December 31, 2012 ($)
Current Assets	$	40,105	$	94,906
Current Liabilities		231,063		230,002
Working Capital Deficit		(190,958)		(135,096)

Cash Flows

		Nine Months Ended September 30, 2013 ($)		Nine Months Ended September 30, 2012 ($)		Period from Inception (May 4, 2011) to September 30, 2013 ($)
Cash Flows used in Operating Activities	$	62,899	$	28,000	$	109,791
Cash Flows used in Investing Activities	$	Nil	$	Nil	$	Nil
Cash Flows provided by Financing Activities	$	8,098	$	127,967	$	149,829
Effect of exchange rate changes on cash	$	Nil	$	2	$	67
Net Increase (Decrease) in Cash During Period	$	(54,801)	$	99,969	$	40,105

As of September 30, 2013, we have not generated revenues and had accumulated losses totaled $145,440 since inception. These factors raise substantial doubt regarding our company’s ability to continue as a going concern. The financial statements included herein do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should our company be unable to continue as a going concern.

Future Financings

We will require additional funds to implement our growth strategy in our new business. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares.

There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis should it be required, or generate significant material revenues from operations, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease our operations.

Critical Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with U.S. 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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our company regularly evaluates estimates and assumptions related to donated expenses and deferred income tax asset valuation allowances. Our company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by our company may differ materially and adversely from our company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Fair Value Measurements

As defined in FASB ASC Topic No. 820 - 10, fair value is the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC Topic No. 820 - 10 requires disclosure that establishes a framework for measuring fair value and expands disclosure about fair value measurements.

As required by FASB ASC Topic No. 820 - 10, financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

Recent Accounting Pronouncements

Our company does not expect the adoption of any other recently issued accounting pronouncements to have a significant effect on its financial position or results of operations.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our investors.

Item 3. Quantitative and Qualitative Disclosure About Market Risks

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.

We are currently engaged in the review, documentation and remediation of its disclosure controls and procedures. Once our company is engaged in a business of merit and has sufficient personnel available, we will establish and implement the internal control procedures.'

Changes in Internal Control over Financial Reporting

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

As a “smaller reporting company” we are not required to provide the information required by this Item.

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

On August 7, 2013, we issued an 8% convertible promissory note to Asher Enterprises, Inc. for the amount of $63,000 which may be convertible into common shares of our company. The note was issued pursuant to Rule 506 of Regulation D of the Securities Act of 1933 on the basis that they represented to our company that they were an “accredited investor” as such term is defined in Rule 501(a) of Regulation D.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number	Description
(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation (incorporated by reference to our Registration Statement on Form SB-2 filed on August 17, 2006)
3.2	Bylaws (incorporated by reference to our Registration Statement on Form SB-2 filed on August 17, 2006)
3.3	Articles of Merger (incorporated by reference to our Current Report on Form 8-K filed on December 23, 2010)
3.4	Certificate of Change (incorporated by reference to our Current Report on Form 8- K filed on December 23, 2010)
3.5	Articles of Merger (incorporated by reference to our current report on Form 8-K filed on May 16, 2012)
(10)	Material Contracts
10.1	Share Exchange Agreement dated May 7, 2011 (incorporated by reference to our current report on Form 8-K filed on May 16, 2012)
10.2	Xuerun Consulting Services Agreement dated July 7, 2011 (incorporated by reference to our current report on Form 8-K filed on May 18, 2012)
10.3	Xuerun Business Operating Agreement dated July 7, 2011 (incorporated by reference to our current report on Form 8-K filed on May 18, 2012)
10.4	Xuerun Equity Pledge Agreement dated July 7, 2011 (incorporated by reference to our current report on Form 8-K filed on May 18, 2012)
10.5	Xuerun Exclusive Option Agreement dated July 7, 2011 (incorporated by reference to our current report on Form 8-K filed on May 18, 2012)
10.6	Xuerun Voting Rights Proxy Agreement dated July 7, 2011 (incorporated by reference to our current report on Form 8-K filed on May 18, 2012)
10.7	Securities Purchase Agreement dated August 7, 2013 with Asher Enterprises, Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on August 14, 2013)
10.8	Convertible Promissory Note dated August 7, 2013 with Asher Enterprises, Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on August 14, 2013)

Exhibit Number	Description
(14)	Code of Ethics
14.1	Code of Ethics (incorporated by reference to our Annual Report on Form 10-KSB filed on July 30, 2007)
(21)	List of Subsidiaries
21.1	Full East International Limited, a British Virgin Islands company
21.2	Hangzhou Naniya Technology Co. Ltd., a People's Republic of China company, wholly owned by Full East International Limited
21.3	Hangzhou Xuerun Education & Technology Ltd. a People's Republic of China Company of which Full East holds a controlling contractual interest
(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1*	Section 302 Certification under Sarbanes-Oxley Act of 2002 of Principal Executive Officer.
31.2*	Section 302 Certification under Sarbanes-Oxley Act of 2002 of Principal Financial Officer and Principal Accounting Officer.
32.1*	Section 906 Certification under Sarbanes-Oxley Act of 2002 of Principal Executive Officer.
32.2*	Section 906 Certification under Sarbanes-Oxley Act of 2002 of Principal Financial Officer and Principal Accounting Officer.
101**	Interactive Data Files
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith

** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

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.

		NEOLOGIC ANIMATION INC.
		(Registrant)
Dated: November 19, 2013		/s/ Hongxiao Zhang
		Hongxiao Zhang
		President, Chief Executive Officer, Secretary, Treasurer and Director
		(Principal Executive Officer)
Dated: November 19, 2013		/s/ Xu Yonbiao
		Xu Yongbiao
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)