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 February, 2016
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.
| | |
Exhibit | | Description |
99.1 | | Consolidated Financial Statements for the three month periods ended December 31, 2015 |
99.2 | | First Quarter 2016 Financial Results |
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: February 29, 2016 | 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 DECEMBER 31, 2015 AND SEPTEMBER 30, 2015
(Unaudited)
(All amounts in US Dollars)
| | December 31, 2015 | | | September 30, 2015 | |
CURRENT ASSETS | | (Unaudited) | | | (Audited) | |
Cash and Cash Equivalents | | $ | 172,140 | | | $ | 351,058 | |
Accounts Receivable | | | 260 | | | | 262 | |
Deposit | | | 9,167 | | | | 9,357 | |
Prepayment | | | 23,945 | | | | 30,842 | |
TOTAL CURRENT ASSETS | | | 205,512 | | | | 391,519 | |
NON-CURRENT ASSETS | | | | | | | | |
Property, plant and equipment, net | | | 9,494 | | | | 10,874 | |
Deferred Charges | | | 400,468 | | | | 423,380 | |
TOTAL NON-CURRENT ASSETS | | | 409,962 | | | | 434,254 | |
TOTAL ASSETS | | | 615,474 | | | | 825,773 | |
CURRENT LIABILITIES | | | | | | | | |
Accounts Payable and Accrued Liabilities | | | 624,149 | | | | 598,229 | |
Unearned Revenue | | | 386,399 | | | | 394,724 | |
TOTAL CURRENT LIABILITIES | | | 1,010,548 | | | | 992,953 | |
NON-CURRENT LIABILITIES | | | | | | | | |
Notes Payable | | | 1,563,919 | | | | 1,556,318 | |
TOTAL LIABILITIES | | | 2,574,467 | | | | 2,549,271 | |
| | | | | | | | |
STOCKHOLDERS' DEFICIENCY | | | | | | | | |
Common Stock: $0.0001 par value, Authorized: 250,000,000 shares; Issued and outstanding September 30, 2014; December 31, 2014 - 89,036,000 | | | 8,904 | | | | 8,904 | |
Additional paid-in capital | | | 25,219,195 | | | | 25,213,365 | |
Deficit | | | (27,393,077 | ) | | | (27,147,910 | ) |
Accumulated Other Comprehensive Loss | | | (1,339 | ) | | | (1,286 | ) |
Non-controlling Interest | | | 207,324 | | | | 203,429 | |
TOTAL STOCKHOLDERS' EQUITY/ (DEFICIENCY) | | | (1,958,993 | ) | | | (1,723,498 | ) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/DEFICIENCY | | $ | 615,474 | | | $ | 825,773 | |
UMEWORLD LIMITED
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2015 AND 2014
(UNAUDITED)
(All amounts in US Dollars)
| | 3 months ended December 31, 2015 | | | 3 months ended December 31, 2014 | |
| | (Unaudited) | | | (Unaudited) | |
License Fees and Royalties | | $ | 0 | | | $ | 0 | |
Other Income | | | | | | | | |
Total Revenues | | $ | 0 | | | $ | 0 | |
General and Administrative Expenses | | | 200,678 | | | | 163,672 | |
Depreciation | | | 1,170 | | | | 1,202 | |
Stock-based compensation | | | 5,830 | | | | 19,984 | |
Gain/(Loss) from Operations | | | (207,678 | ) | | | (184,858 | ) |
OTHER INCOME | | | | | | | | |
Other Income | | | 0 | | | | 0 | |
Interest Income | | | 22 | | | | 65 | |
OTHER EXPENSES | | | | | | | | |
Interest Expense, net | | | 33,603 | | | | 28,144 | |
Gain/(Loss) before Income Taxes | | | (241,259 | ) | | | (212,937 | ) |
Income Tax | | | - | | | | - | |
Net Gain/(Loss) | | | (241,259 | ) | | | (212,937 | ) |
Net Income/(Loss) attributable to Non-controlling interests | | | (3,908 | ) | | | (3,905 | ) |
Net Gain/(Loss) attributable toUMeWorld Stockholders | | | (245,167 | ) | | | (216,842 | ) |
Comprehensive Loss | | | | | | | | |
Net Gain/(Loss) | | | (245,167 | ) | | | (216,842 | ) |
Translation Adjustment | | | (66 | ) | | | (911 | ) |
Comprehensive Gain/(Loss) | | | (245,233 | ) | | | (217,753 | ) |
Less: Comprehensive Loss Attributable to Non-Controlling Interests | | | 13 | | | | (182 | ) |
Comprehensive Gain/(Loss) Attributable to UMeWorld Stockholders | | | (245,220 | ) | | | (217,935 | ) |
Per Share Data | | | | | | | | |
Net Loss Per Share, basic and diluted | | $ | 0.0028 | | | $ | 0.0024 | |
Weighted Average Number of Common Shares Outstanding | | | 89,036,000 | | | | 89,036,000 | |
UMEWORLD LIMITED
INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
AS OF DECEMBER 31, 2015 AND SEPTEMBER 30, 2015
(UNAUDITED)
(All amounts in US Dollars)
| | | | | | | | | | | Accumulated | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Other | | | | | | | Total | | | | | | | | | |
| | Common Stock | | | Additional | | | Com- | | | | | | | AlphaRx Inc. | | | | Non- | | | | | |
| | Number of | | | | | | Paid in | | | prehensive | | | | | | | Stockholders' | | | | controlling | | | | Total Gain/ | |
| | Shares | | | Amount | | | Capital | | | Loss | | | (Deficiency) | | | | Deficiency | | | | Interest | | | | (Deficiency) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of September 30, 2014 | | 89,036,000 | | $ | 8,904 | | $ | 24,727,453 | | $ | (2,980 | ) | $ | (25,777,160 | ) | | $ | (1,043,783 | ) | | $ | 187,380 | | | $ | (856,403 | ) |
Warrants Issued | | | | | | | 485,912 | | | | | | | | 485,912 | | | | | | | 485,912 | |
Foreign Currency Translation | | | | | | | | | | 1,694 | | | | | | 1,694 | | | | 424 | | | | 2,118 | |
Non-controlling interest | | | | | | | | | | | | | | | | | | | | 15,625 | | | | 15,625 | |
Net Gain/(Loss) for the period | | | | | | | | | | | | | (1,370,750 | ) | | | (1,370,750 | ) | | | | | | | (1,370,750 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of September 30, 2015 | | 89,036,000 | | $ | 8,904 | | $ | 25,213,365 | | $ | (1,286 | ) | $ | (27,147,910 | ) | | $ | (1,926,927 | ) | | $ | 203,429 | | | $ | (1,723,498 | ) |
Warrants Issued | | | | | | | | 5,830 | | | | | | | | | | 5,830 | | | | | | | | 5,830 | |
Foreign Currency Translation | | | | | | | | | | | (53 | ) | | | | | | (53 | ) | | | (13 | ) | | | (66 | ) |
Non-controlling interest | | | | | | | | | | | | | | | | | | | | | | 3,908 | | | | 3,908 | |
Net Gain/(Loss) for the period | | | | | | | | | | | | | | (245,167 | ) | | | (245,167 | ) | | | | | | | (245,167 | ) |
Balance as of December 31, 2015 | | 89,036,000 | | $ | 8,904 | | $ | 25,219,195 | | $ | (1,339 | ) | $ | (27,393,077 | ) | | $ | (2,166,317 | ) | | $ | 207,324 | | | $ | (1,958,993 | ) |
UMEWORLD LIMITED
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2015 AND 2014
(UNAUDITED)
(All amounts in US Dollars)
| | 3 months ended December 31, 2015 | | | 3 months ended December 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | |
Net Gain/(Loss) | | $ | (241,259 | ) | | $ | (212,937 | ) |
Noncash item: | | | | | | | | |
Non-Controlling Interest | | | 3,895 | | | | 4,087 | |
Adjustments to reconcile net income/(loss) to net cash used in operating activities: | | | | | | | | |
Depreciation and amortization | | | 1,170 | | | | 15,994 | |
Stock based compensation | | | 5,830 | | | | 19,984 | |
Changes in assets and liabilities: | | | | | | | | |
Decrease/(Increase) in Prepayment | | | 6,897 | | | | (10 | ) |
Decrease/(Increase) in Deferred Charges | | | 22,912 | | | | 13,581 | |
Decrease/(Increase) in Accounts Receivable | | | 2 | | | | 50 | |
Decrease/(Increase) in Loans Receivable | | | 0 | | | | 0 | |
(Decrease)/Increase in Accounts Payable and Accrued Liabilities | | | 25,920 | | | | 30,313 | |
(Decrease)/Increase in Accrued Interest and Notes Payable | | | 48,290 | | | | 11,843 | |
Decrease/(Increase) in Deposit | | | 190 | | | | 174 | |
| | | | | | | | |
NET CASH PROVIDED BY/USED IN OPERATING ACTIVITIES | | | (126,153 | ) | | | (116,921 | ) |
| | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | |
(Purchase) / Sale of Machinery and Equipment | | | 0 | | | | 0 | |
NET CASH PROVIDED BY INVESTING ACTIVITIES | | | 0 | | | | 0 | |
| | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | |
Additional Paid-in Capital | | | 0 | | | | (19,984 | ) |
Issuance / (cancellation) of Common Stock | | | 0 | | | | 0 | |
Issuance (repayment) of Notes Payable, net | | | 3,721 | | | | 22,580 | |
| | | | | | | | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | | | 3,721 | | | | 2,596 | |
Effect of exchange rate changes on cash and cash equivalents | | | (56,486 | ) | | | (21,966 | ) |
NET (DECREASE)/INCREASE IN CASH | | | (178,918 | ) | | | (136,291 | ) |
| | | | | | | | |
CASH, and cash equivalents, beginning of period | | | 351,058 | | | | 845,084 | |
| | | | | | | | |
CASH, and cash equivalents, end of period | | $ | 172,140 | | | $ | 708,793 | |
| | | | | | | | |
SUPPLEMENTARY INFORMATION | | | | | | | | |
Taxes Paid | | $ | 0 | | | $ | 0 | |
Interest Paid | | $ | 0 | | | $ | 0 | |
4
EXHIBIT 99.2
FIRST QUARTER 2016 FINANCIAL RESULTS
General
UMeWorld is an internet technology company with a focus on the K-12 education market in China. 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.
UMFun is currently available to China Mobile's subscription-based "AND! Education" platform in the Shanxi, Guangxi, Guizhou and Guangdong provinces, servicing over 16,000,000 paid subscribers. Established in 2003, China Mobile's "AND! Education" K-12 subscription-based communication plat-form is the largest of its' kind in the world, used primarily by teachers, students, parents and schools through the provinces that China Mobile services.
The kindergarten-to-grade-12 (K-12) educational system in China is the largest in the world, comprising approximately 200 million students. Our objective is to become the leading kindergarten to grade 12 education services platform, content provider and social networking system in China's education sector. We intend to provide a range of services to government education authorities, schools, teachers, students and their parents. We have developed the UMFun Formative Assessment Item Bank, one of the most robust and comprehensive item banks available, is a repository of high-quality, standards-based item designed for us on district and classroom formative assessments to monitor and track student progress toward mastering standards. Using our item bank educators can:
· Evaluate student skills for placement early in the year
· Measure student progress toward provincial standards
· Provide targeted testing to identify students having difficulty with specific concepts
· Give students valuable test experience in preparation for provincial and national tests
· Assess student readiness for end-of-course or national tests
Our formative item bank consists of nearly 1,000,000 high-quality multiple choice and constructed response items aligned to provincial standards. The items in the bank cover the core subject areas of Chinese Language Arts, English Language and Mathematics.
Overview of Results of Operations
Three Months Ended | | Dec 31 2015 $ | | | Sep 30 2015 $ | | | Jun 30 2015 $ | | | Mar 31 2015 $ | | | Dec 31 2014 $ | | | Sep 30 2014 $ | | | Jun 30 2014 $ | | | Mar 31 2014 $ | |
Net Sales | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
Net Income (Loss) | | | (245,220 | ) | | | (389,011 | ) | | | (474,750 | ) | | | (296,594 | ) | | | (212,937 | ) | | | (369,110 | ) | | | (2,933,595 | ) | | | (336,871 | ) |
Net Income (Loss) per Share | | | (0.0028 | ) | | | (0.0043 | ) | | | (0.0054 | ) | | | (0.0033 | ) | | | (0.0024 | ) | | | (0.0041 | ) | | | (0.0329 | ) | | | (0.0038 | ) |
Revenues
Total revenues for the three-month period ended December 31, 2015 were $0 as compared to $0 generated for the same period a year ago.
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 $200,678 for the three months ended December 31, 2015 as compared to $163,672 incurred for the same period a year ago, an increase of $37,006.
Net Gain/(Loss) from Operations
The Company incurred a net loss of $241,167 for the three-month period ended December 31, 2015 as compared to a net loss of $212,937 incurred for the same period a year ago.
Interest Expense
Interest expense for the three-month period ended December 31, 2015 was $33,603 as compared to interest expense of $28,144 generated during the same period a year ago.
Liquidity and capital resources
As at December 31, 2015 the Company had a working capital deficiency of $805,036 as compared to a working capital of $208,581 as at December 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.
We expect to continue to spend capital on:
1. | development, sales and marketing activities related to UMFun, our digital education platform; and |
2. | expansion into the English language training & test prep business. |
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 December 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
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