UMEWF UMeWorld Ltd (PK)

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of May, 2015

 

Commission File Number 000-030813

 

UMeWorld, Limited

(Translation of registrant’s name into English)

  

31/F, Tower One, Times Square

1 Matheson Street, Causeway Bay

Hong Kong, China

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40F:

 

Form 20-F x Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

 

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

 

 

Exhibit

 

Exhibit		Description
99.1		Consolidated Financial Statements for the three and six month periods ended March 31, 2015
99.2		Second Quarter 2015 Financial Results

 

2

 

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.

 

 

	UMeWorld, Limited
May 28, 2015	By:	/s/ Michael Lee
		Michael Lee
		Chief Executive Officer and Director (Principal Executive Officer)

 

 

3

---

EXHIBIT 99.1

 

UMEWORLD LIMITED

INTERIM CONSOLIDATED BALANCE SHEETS

AS AT MARCH 31, 2015 AND SEPTEMBER 30, 2014

(Unaudited)

(All amounts in US Dollars)

 

		March 31,			September 30,
		2015			2014
		(Unaudited)			(Audited)
CURRENT ASSETS
Cash and Cash Equivalents		$	568,012		$	845,084
Accounts Receivable			396			440
Deposit			9,766			10,286
Prepayment			1,434			1,428
TOTAL CURRENT ASSETS			579,608			857,238
NON-CURRENT ASSETS
Property, plant and equipment, net			13,405			15,706
Loan Receivables			1,017			1,016
Deferred Charges			470,051			496,166
TOTAL NON-CURRENT ASSETS			484,473			512,888
TOTAL ASSETS			1,064,081			1,370,126
CURRENT LIABILITIES
Accounts Payable and Accrued Liabilities			532,608			490,433
Unearned Revenue			410,535			407,580
TOTAL CURRENT LIABILITIES			943,143			898,013
NON-CURRENT LIABILITIES
Notes Payable			1,363,768			1,328,516
TOTAL LIABILITIES			2,306,911			2,226,529
STOCKHOLDERS’ DEFICIENCY
Common Stock: $ 0.0001 par value, Authorized: 250,000,000 shares; Issued and outstanding September 30, 2014; March 31, 2015 - 89,036,000			8,904			8,904
Additional paid-in capital			24,849,131			24,727,453
Deficit			(26,294,502	)		(25,777,160	)
Accumulated Other Comprehensive Loss			(1,839	)		(2,980	)
Non-controlling Interest			195,476			187,380
TOTAL STOCKHOLDERS’ EQUITY/ (DEFICIENCY)			(1,242,830	)		(856,403	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY/DEFICIENCY		$	1,064,081		$	1,370,126

 

1

 

UMEWORLD LIMITED

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED AND SIX MONTHS ENDED MARCH 31, 2015 AND 2014

(UNAUDITED)

(All amounts in US Dollars)

 

		3 months ended March 31, 2015				3 months ended March 31, 2014				6 months ended March 31, 2015				6 months ended March 31, 2014
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
License Fees and Royalties		$	0			$	0			$	0			$	0
Total Revenues		$	0			$	0			$	0			$	0
General and Administrative Expenses			165,536				308,406				329,207				526,561
Depreciation			1,202				1,206				2,404				2,410
Stock-based compensation			101,694				0				121,678				0
Gain/(Loss) from Operations			(268,432	)			(309,612	)			(453,289	)			(528,971	)
OTHER INCOME
Other Income			0				(4	)			0				13,361
Interest Income,			39				114				104				273
OTHER EXPENSES
Interest Expense, net			(28,202	)			(23,350	)			(56,346	)			(45,737	)
Gain/(Loss) before Income Taxes			(296,595	)			(332,852	)			(509,531	)			(561,074	)
Income Tax			-				-				-				-
Net Gain/(Loss)			(296,595	)			(332,852	)			(509,531	)			(561,074	)
Net Income/(Loss) attributable to Non-controlling interests			(3,905	)			(3,904	)			(7,811	)			(7,810	)
Net Gain/(Loss) attributable to UMeWorld Stockholders			(300,500	)			(336,756	)			(517,342	)			(568,884	)
Comprehensive Loss
Net Gain/(Loss)			(300,500	)			(336,756	)			(517,342	)			(568,884	)
Translation Adjustment			(516	)			(168	)			(1,426	)			47
Comprehensive Gain/(Loss)			(301,016	)			(336,924	)			(518,768	)			(568,837	)
Less: Comprehensive Loss Attributable to Non-Controlling Interests			(103	)			53				(285	)			10
Comprehensive Gain/(Loss) Attributable to UMeWorld Stockholders			(301,119	)			(336,871	)			(519,053	)			(568,827	)
Per Share Data
Net Loss Per Share, basic and diluted		$	(0.0034	)		$	(0.0038	)		$	(0.0058	)		$	(0.0064	)
Weighted Average Number of Common Shares Outstanding			89,036,000				89,036,000				89,036,000				89,036,000

 

2

 

UMEWORLD LIMITED

INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIENCY

AS OF MARCH 31, 2015 AND SEPTEMBER 30, 2014

(UNAUDITED)

(All amounts in US Dollars)

 

														Accumulated								Total
		Common Stock								Additional				Other Com-								UMeWorld				Non-
		Number of								Paid in				prehensive								Stockholders’				controlling				Total Gain/
		Shares				Amount				Capital				Loss				(Deficiency)				Deficiency				Interest				(Deficiency)
Balance as of September 30, 2013 (Audit)			89,036,000			$	8,904			$	22,043,516			$	(2,041	)		$	(21,904,789	)		$	145,590			$	171,991			$	317,581
Options Issued											2,652,990												2,652,990								2,652,990
Warrant Issued											39,969												39,969								39,969
Foreign Currency Translation															(939	)							(939	)			(235	)			(1,174	)
Non-controlling interest																											15,624				15,624
Net Loss for the period																			(3,872,371	)			(3,872,371	)							(3,872,371	)
Adjustment to Redomicile to BVI											(9,022	)											(9,022	)							(9,022	)
Balance as of September 30, 2014 (Audit)			89,036,000			$	8,904			$	24,727,453			$	(2,980	)		$	(25,777,160	)		$	(1,043,783	)		$	187,380			$	(856,403	)
Warrant Issued											121,678												121,678								121,678
Foreign Currency Translation															1,141								1,141				285				1,426
Non-controlling interest																											7,811				7,811
Net Gain/(Loss) for the period																			(517,342	)			(517,342	)							(517,342	)
Balance as of March 31, 2015			89,036,000			$	8,904			$	24,849,131			$	(1,839	)		$	(26,294,502	)		$	(1,438,306			$	195,476			$	(1,242,830	)

 

3

 

UMEWORLD LIMITED

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED AND SIX MONTHS ENDED MARCH 31, 2015 AND 2014

(UNAUDITED)

(All amounts in US Dollars)

 

		3 months ended March 31, 2015				3 months ended March 31, 2014				6 months ended March 31, 2015				6 months ended March 31, 2014
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Gain/(Loss)		$	(296,594	)		$	(332,852	)		$	(509,531	)		$	(561,074	)
Noncash item:
Non-Controlling Interest			4,009				3,828				8,096				7,777
Adjustments to reconcile net income/(loss) to net cash used in operating activities:
Depreciation and amortization			1,202				1,206				2,404				2,410
Stock based compensation			101,694				0				121,678				0
Changes in assets and liabilities:
Decrease/(Increase) in Prepayment			4				(217	)			(6	)			497
Decrease/(Increase) in Deferred			12,534				20,283				26,115				32,909
Decrease/(Increase) in Accounts Receivable			(6	)			52,382				44				142,589
Decrease/(Increase) in Loans Receivable			(1	)			(1,016	)			(1	)			(201,016	)
(Decrease)/Increase in Accounts Payable and Accrued Liabilities			11,862				67,037				42,175				60,541
(Decrease)/Increase in Accrued Interest on Notes Payable			(3,241	)			2,619				8,602				11,791
Decrease/(Increase) in Deposit			346				38				520				(22	)
NET CASH PROVIDED BY/USED IN OPERATING ACTIVITIES			(168,191	)			(186,692	)			(299,904	)			(503,598	)
CASH FLOWS FROM INVESTING ACTIVITIES
(Purchase) / Sold of Machinery and Equipment			0				0				0				0
NET CASH PROVIDED BY INVESTING ACTIVITIES			0				0				0				0
CASH FLOWS FROM FINANCING ACTIVITIES
Additional Paid-In Capital			19,984				0				0				0
Issuance / (cancellation) of Common Stock			0				0				0				0
Issuance (repayment) of Notes Payable, net			72,470				22,001				95,050				213,184
NET CASH PROVIDED BY FINANCING ACTIVITIES			92,454				22,001				95,050				213,184
Effect of exchange rate changes on cash and cash equivalents			(65,044	)			(23,793	)			(72,218	)			(19,661	)
NET (DECREASE)/INCREASE  IN CASH			(140,781	)			(188,484	)			(277,072	)			(310,075	)
CASH, and cash equivalents, beginning of period			708,793				1,128,393				845,084				1,249,984
CASH, and cash equivalents, end of period		$	568,012			$	939,909			$	568,012			$	939,909
SUPPLEMENTARY INFORMATION
Taxes Paid		$	0			$	0			$	0			$	0
Interest Paid		$	0			$	0			$	0			$	0

 

 

4

---

EXHIBIT 99.2

 

SECOND QUARTER 2015 FINANCIAL RESULTS

 

General

 

UMeWorld (the “Company”) is an internet technology company with a focus on the education market in China. UMeWorld was incorporated in August 8, 1997 in Delaware under its prior name AlphaRx Inc. The Company was redomiciled to BVI and continued as a BVI registered company in January 7, 2013. On March 8, 2013, AlphaRx Inc. changed its name to UMeWorld Limited. UMFun, the Company’s K-12 flagship product, is a cloud based, patent-pending, adaptive learning & assessment platform that can intelligently analyze and adapt to a student’s performance and personalizes the delivery of proprietary educational items in accordance with the student’s learning needs. UMFun’s off-school version is made available to Chinese K-12 students through China Mobile, the world’s largest mobile service provider by network scale and subscriber base, serving over 801 million customers.

 

Overview of Results of Operations

 

Three Months Ended		Mar 31 2015 $				Dec 31 2014 $				Sep 30 2014 $				Jun 30 2014 $				Mar 31 2014 $				Dec 31 2013 $				Sep 30 2013 $				Jun 30 2013 $
Net Sales			0				0				0				0				0				0				210,000				90,000
Net Income (Loss)			(296,594	)			(212,937	)			(369,110	)			(2,933,595	)			(336,871	)			(232,386	)			(19,211,385	)			(652,464	)
Net Income (Loss) per Share			(0.0033	)			(0.0024	)			(0.0041	)			(0.0329	)			(0.0038	)			0.0026				(0.2157	)			(0.0074	)

 

Revenues

 

Total revenues for the six-month period ended March 31, 2015 were $0 as compared to $0 generated for the same period a year ago. The Company has not yet generated any revenue from UMFun.

 

General and Administrative Expenses

 

General and Administrative expenses consist primarily of personnel costs related to general management functions, finance, office overheads, as well as insurance costs and professional fees related to legal, audit and tax matters. General and Administrative expenses were $329,207 for the six months period ended March 31, 2015 as compared to $526,561 incurred for the same period a year ago, a decrease of $197,354.

 

1

 

Net Gain/(Loss) from Operations

 

The Company incurred a net loss of $509,531 for the six months ended March 31, 2015 as compared to a net loss of $561,074 incurred for the same period a year ago.

 

Interest Expense

 

Interest expense for the six months ended March 31, 2015 was $56,346 as compared to interest expense of $45,737 generated during the same period a year ago.

 

Liquidity and capital resources

 

As at March 31, 2015 the Company had a working capital deficiency of $363,535 as compared to a working capital of $180,875 as at March 31, 2014.

 

Since inception, we have financed operations primarily from the issuance of Common Stock. We expect to continue Common Stock issuances and issuance of promissory notes to fund our ongoing activities.

 

We currently do not have sufficient resources to carry out our entire business strategy. Therefore, we will need to raise additional capital to fund our operations sometime in the future. We cannot be certain that any financing will be available when needed. Any additional equity financings will be dilutive to our existing stockholders, and debt financing, if available, may involve restrictive covenants on our business and also the issuance of warrants or conversion features which may further dilute our existing stockholders. The inability to raise capital would have a material adverse effect on the Company.

 

Internal control over financial reporting

 

During the three-month period ended March 31, 2015, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

2

---