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 June, 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 40-F:

 

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.

 

 

 

Exhibits

 

Exhibit		Description
99.1		Consolidated Financial Statements for the three and nine month periods ended June 30, 2015
99.2		Third Quarter 2015 Financial Results

 

 

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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.

 

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

 

 

 

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EXHIBIT 99.1

 

UMEWORLD, LIMITED

INTERIM CONSOLIDATED BALANCE SHEETS

(Unaudited)

(All amounts in US Dollars)

 

		June 30,				September 30,
		2015				2014
CURRENT ASSETS		(Unaudited)				(Audited)
Cash and Cash Equivalents		$	481,133			$	845,084
Accounts Receivable			462				440
Deposit			9,748				10,286
Prepayment			11,260				1,428
TOTAL CURRENT ASSETS			502,603				857,238
NON-CURRENT ASSETS
Property, plant and equipment, net			12,239				15,706
Loan Receivables			0				1,016
Deferred Charges			456,713				496,166
TOTAL NON-CURRENT ASSETS			468,952				512,888
TOTAL ASSETS			971,555				1,370,126
CURRENT LIABILITIES
Accounts Payable and Accrued Liabilities			540,887				490,433
Unearned Revenue			411,904				407,580
TOTAL CURRENT LIABILITIES			952,791				898,013
NON-CURRENT LIABILITIES
Notes Payable			1,515,961				1,328,516
TOTAL LIABILITIES			2,468,752				2,226,529
STOCKHOLDERS’ DEFICIENCY
Common Stock: $ 0.0001 par value,
Authorized: 250,000,000 shares; Issued and outstanding
September 30, 2014; June 30, 2015 - 89,036,000			8,904				8,904
Additional paid-in capital			25,069,189				24,727,453
Deficit			(26,773,159	)			(25,777,160	)
Accumulated Other Comprehensive Loss			(1,579	)			(2,980	)
Non-controlling Interest			199,448				187,380
TOTAL STOCKHOLDERS’ EQUITY/ (DEFICIENCY)			(1,497,197	)			(856,403	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY/DEFICIENCY		$	971,555			$	1,370,126

 

1

 

UMEWORLD, LIMITED

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

(All amounts in US Dollars)

 

		3 months ended June 30, 2015				3 months ended June 30, 2014				9 months ended June 30, 2015				9 months ended June 30, 2014
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Revenue		$	0			$	0			$	0			$	0
General and Administrative Expenses			222,118				265,202				551,325				791,763
Depreciation			1,211				1,197				3,615				3,607
Stock-based compensation			220,058				2,639,937				341,736				2,639,937
Gain/(Loss) from Operations			(443,387	)			(2,906,336	)			(896,676	)			(3,435,307	)
OTHER INCOME
Other Income			0				1				0				13,362
Interest Income,			15				42				119				315
OTHER EXPENSES
Interest Expense, net			(31,378	)			(23,928	)			(87,724	)			(69,665	)
Gain/(Loss) before Income Taxes			(474,750	)			(2,930,221	)			(984,281	)			(3,491,295	)
Income Tax			-				-				-				-
Net Gain/(Loss)			(474,750	)			(2,930,221	)			(984,281	)			(3,491,295	)
Net Income/(Loss) attributable to Non-controlling interests			(3,907	)			(3,907	)			(11,718	)			(11,717	)
Net Gain/(Loss) attributable to UMeWorld Stockholders			(478,657	)			(2,934,128	)			(995,999	)			(3,503,012	)
Comprehensive Loss
Net Gain/(Loss)			(478,657	)			(2,934,128	)			(995,999	)			(3,503,012	)
Translation Adjustment			(325	)			690				(1,751	)			737
Comprehensive Gain/(Loss)			(478,982	)			(2,933,438	)			(997,750	)			(3,502,275	)
Less: Comprehensive Loss Attributable to Non-Controlling Interests			(65	)			(157	)			(350	)			(147	)
Comprehensive Gain/(Loss) Attributable to UMeWorld Stockholders			(479,047	)			(2,933,595	)			(998,100	)			(3,502,422	)
Per Share Data
Net Loss Per Share, basic and diluted		$	(0.0054	)		$	(0.0329	)		$	(0.0112	)		$	(0.0393	)
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

(UNAUDITED)

(All amounts in US Dollars)

 

		Common Stock								Additional				Accumulated Other Com-								Total  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											341,736												341,736								341,736
Foreign Currency Translation															1,401								1,401				350				1,751
Non-controlling interest																											11,718				11,718
Net Gain/(Loss) for the period																			(995,999	)			(995,999	)							(995,999	)
Balance as of June 30, 2015			89,036,000			$	8,904			$	25,069,189			$	(1,579	)		$	(26,773,159	)		$	(1,696,645	)		$	199,448			$	(1,497,197	)

 

3

 

UMEWORLD, LIMITED

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(All amounts in US Dollars)

 

		3 months ended June 30, 2015 (Unaudited)				3 months ended June 30, 2014 (Unaudited)				9 months ended June 30, 2015 (Unaudited)				9 months ended June 30, 2014 (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Gain/(Loss)		$	(474,750	)		$	(2,930,221	)		$	(984,281	)		$	(3,491,295	)
Noncash item:
Non-Controlling Interest			3,972				4,087				12,068				11,864
Adjustments to reconcile net income/(loss) to net cash used in operating activities:
Depreciation and amortization			1,211				1,197				3,615				3,607
Stock based compensation			220,058				2,639,937				341,736				2,639,937
Changes in assets and liabilities:
Decrease/(Increase) in Prepayment			(9,838	)			354				(9,832	)			851
Decrease/(Increase) in Deferred			13,338				14,812				39,453				47,721
Decrease/(Increase) in Accounts Receivable			(66	)			9,877				(22	)			152,466
Decrease/(Increase) in Loans Receivable			1,015				0				1,016				(201,016	)
(Decrease)/Increase in Accounts Payable and Accrued Liabilities			8,279				96,034				50,454				156,575
(Decrease)/Increase in Accrued Interest on Notes Payable			39,688				47,020				48,290				58,811
Decrease/(Increase) in Deposit			18				(342	)			538				(364	)
NET CASH PROVIDED BY/USED IN OPERATING ACTIVITIES			(197,075	)			(117,245	)			(496,965	)			(620,843	)
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			0				0				0				0
Issuance / (cancellation) of Common Stock			0				0				0				0
Issuance (repayment) of Notes Payable, net			44,105				62,692				139,155				275,876
NET CASH PROVIDED BY FINANCING ACTIVITIES			44,105				62,692				139,155				275,876
Effect of exchange rate changes on cash and cash equivalents			66,091				8,547				(6,141	)			(11,114	)
NET (DECREASE)/INCREASE IN CASH			(86,879	)			(46,006	)			(363,951	)			(356,081	)
CASH, and cash equivalents, beginning of period			568,012				939,909				845,084				1,249,984
CASH, and cash equivalents, end of period		$	481,133			$	893,903			$	481,133			$	893,903
SUPPLEMENTARY INFORMATION
Taxes Paid		$	0			$	0			$	0			$	0
Interest Paid		$	0			$	0			$	0			$	0

 

 

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EXHIBIT 99.2

 

THIRD QUARTER 2015 FINANCIAL RESULTS

 

General

 

UMeWorld (the “Company”) is an internet technology company with a focus on the education market in China. UMeWorld was originally incorporated in Delaware under its prior name AlphaRx Inc. in 1997. The Company was redomiciled to BVI and continued as a BVI registered company in January, 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 and 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 801,000,000 customers.

 

Overview of Results of Operations

 

Three Months Ended		Jun 30, 2015 $				Mar 31, 2015 $				Dec 31, 2014 $				Sep 30, 2014 $				Jun 30, 2014 $				Mar 31, 2014 $				Dec 31, 2013 $				Sep 30, 2013 $
Net Sales			0				0				0				0				0				0				0				210,000
Net Income (Loss)			(474,750	)			(296,594	)			(212,937	)			(369,110	)			(2,933,595	)			(336,871	)			(232,386	)			(19,211,385	)
Net Income (Loss) per Share			(0.0054	)			(0.0033	)			(0.0024	)			(0.0041	)			(0.0329	)			(0.0038	)			0.0026				(0.2157	)

 

Revenues

 

Total revenue for the nine-month period ended June 30, 2015 was $0. The Company expects to start generating revenue from the UMFun platform in September, 2015.

 

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 $551,325 for the nine months period ended June 30, 2015 as compared to $791,763 incurred for the same period a year ago, a decrease of $240,438.

 

1

 

Net Gain/(Loss) from Operations

 

The Company incurred a net loss of $984,281 for the nine months ended June 30, 2015 as compared to a net loss of $3,491,295 incurred for the same period a year ago.

 

Interest Expense

 

Interest expense for the nine months ended June 30, 2015 was $87,724 as compared to interest expense of $69,665 generated during the same period a year ago.

 

Liquidity and capital resources

 

As at June 30, 2015 the Company had a working capital deficiency of $450,188 as compared to a working capital of $28,990 as at June 30, 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 June 30, 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.

 

 

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