UMEW 20-F
UMeWorld Inc. (UMEW)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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OR | |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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| For the fiscal year ended: |
| Explanatory Note: The Registrant's name was changed from UMeWorld Limited to UMeWorld Inc. on October 2, 2025, upon redomiciliation from the British Virgin Islands to Delaware. All financial statements and financial data included in this Annual Report on Form 20-F for the fiscal year ended September 30, 2025, relate to the Registrant under its former name, UMeWorld Limited, which was incorporated in the British Virgin Islands. |
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OR | |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 | |
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OR | |
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 | |
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| Date of event requiring this shell company report |
For the transition period from ___________ to ____________
Commission File Number:
(Exact name of Registrant as specified in its charter) |
N/A
(Translation of Registrant’s name into English)
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class |
| Trading Symbol (s) |
| Name of each exchange on which registered |
| N/A |
| N/A |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
Title of Class
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
Title of Class
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
As of December 23, 2025, there were
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
If the report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Security Exchange Act of 1934. Yes ☐
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Security Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Security Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. 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 (Section 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 ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See the definitions of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one).
Large accelerated filer | ☐ | ☒ | |
Accelerated filer | ☐ | Emerging growth company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
☒ | International Financial Reporting Standards as issued by the International Accounting Standards Board | ☐ | Other | ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
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FORM 20-F
For the Years Ended September 30, 2025, 2024 and 2023
INDEX
PRELIMINARY NOTES
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Material Modifications to the Rights of Securities Holders and Use of Proceeds |
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Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
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Disclosure Regarding Foreign Jurisdictions That Prevent Inspections |
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| Table of Contents |
INTRODUCTION
In this annual report, except where the context otherwise requires and for purposes of this annual report only:
| · | “we,” “us,” “our,” “our company” and “UMeWorld” refer to UMeWorld Limited, a British Virgin Islands company, together with its consolidated subsidiaries, for periods prior to October 2, 2025, and to UMeWorld Inc., a Delaware corporation, as the surviving entity following our continuation and redomiciliation on October 2, 2025; |
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| · | “China” or “PRC” refers to People’s Republic of China, and for the purpose of this annual report, excludes Taiwan, Hong Kong and Macau; |
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| · | “shares” or “ordinary shares” refer to our ordinary shares of UMeWorld Limited outstanding during the periods presented; “common shares” refer to the common stock of UMeWorld Inc. following the continuation into Delaware; |
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| · | “RMB” or “Renminbi” refers to the legal currency of China, “HK$” refers to the legal currency of Hong Kong and “$,” “dollars,” “US$” or “U.S. dollars” refers to the legal currency of the United States; |
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| · | “U.S. GAAP” refers to generally accepted accounting principles in the United States; and |
Our financial statements are expressed in U.S. dollars, which is our reporting currency. Certain of our financial data in this annual report on Form 20-F are translated into U.S. dollars solely for the reader’s convenience. Unless otherwise noted, all foreign currency translations in this annual report on Form 20-F can be found on Note 2 of our audited consolidated financial statements on page F-10. We make no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, at the rate stated above, or at all.
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| Table of Contents |
FORWARD-LOOKING INFORMATION
This annual report contains forward-looking statements that reflect our current expectations and views of future events. These forward looking statements are made under the “safe-harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by these forward-looking statements.
You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to” or other similar expressions. These forward-looking statements include statements relating to:
| · | our mission, goals and strategies; |
| · | competition in our industry; |
| · | our future business development, results of operations and financial condition; |
| · | expected changes in our revenues and certain cost and expense items; |
| · | our expectations regarding demand for and market acceptance of our products; |
| · | our expectations regarding our relationships with consumers, suppliers, local distributors, and our other business partners; and |
| · | relevant government policies and regulations relating to our business and our industry. |
You should read this annual report and the documents that we refer to in this annual report and have filed as exhibits to this annual report completely and with the understanding that our actual future results may be materially different from what we expect. Other sections of this annual report discuss factors which could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.
You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
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| Table of Contents |
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not Applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not Applicable.
ITEM 3. KEY INFORMATION
We are a holding company that was incorporated in the British Virgin Islands. On October 2, 2025, we completed a redomiciliation to Delaware and changed our name to UMeWorld Inc.; however, certain regulatory reviews, including FINRA review, are ongoing. As a holding company with no operations, we conduct all of our operations through our wholly owned subsidiary, Dagola Inc., in the United States. Holders of our equity securities hold interests in the holding company and do not directly hold equity interests in our operating subsidiaries. As a holding company with no operations, we conduct all of our operations through our wholly owned subsidiary Dagola Inc. in the United States. Holders of our Ordinary Shares are shares of the holding company that is incorporated in the British Virgin Islands and should be aware that they may never directly hold equity interests in our subsidiary.
The following selected financial information should be read in connection with, and is qualified by reference to, our consolidated financial statements and their related notes and the section entitled “Operating and Financial Review and Prospects” included elsewhere in this annual report. The consolidated statements of operations and other comprehensive loss data for the fiscal years ended September 30, 2025, 2024 and 2023 and the consolidated balance sheets data as of September 30, 2025, 2024 and 2023 are derived from audited consolidated financial statements included elsewhere in this annual report. Our historical results for any prior period are not necessarily indicative of results to be expected in any future period.
Selected Consolidated Statements of Operations and Other Comprehensive Loss Data:
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| For the Years Ended September 30, |
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| 2025 |
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| 2024 |
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| 2023 |
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Revenues |
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| 2,222 |
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| 941 |
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| 1,401 |
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Gross loss |
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| (6,655 | ) |
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| (634 | ) |
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| (3,145 | ) |
Operating expenses |
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| (251,563 | ) |
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| (223,831 | ) |
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| (303,195 | ) |
Other income, net |
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| 42 |
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| - |
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| - |
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Loss From Operations Before Income Taxes |
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| (258,176 | ) |
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| (224,465 | ) |
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| (306,340 | ) |
Income tax expense of operations |
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| - |
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| - |
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| - |
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Net loss |
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| (258,176 | ) |
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| (224,465 | ) |
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| (306,340 | ) |
Selected Consolidated Balance Sheets Data:
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| As of September 30, |
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Current assets |
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| 170,409 |
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| 121,979 |
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| 59,003 |
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Total assets |
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| 170,409 |
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| 121,979 |
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| 59,003 |
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Current liabilities |
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| 494,320 |
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| 487,714 |
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| 434,873 |
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Total liabilities |
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| 494,320 |
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| 487,714 |
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| 434,873 |
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Total stockholders’ deficit |
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| (323,911 | ) |
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| (365,735 | ) |
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| (375,870 | ) |
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| Table of Contents |
Selected Consolidated Statements of Cash Flows Data:
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| For the Years Ended September 30, |
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Net cash used in operating activities |
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| (113,946 | ) |
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| (30,072 | ) |
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| (66,848 | ) |
Net cash provided by financing activities |
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| 146,490 |
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| 94,446 |
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| 121,840 |
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Net increase in cash |
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| 32,544 |
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| 64,374 |
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| 54,992 |
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Cash and cash equivalents, beginning of the year |
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| 121,809 |
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| 57,435 |
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| 2,443 |
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Cash and cash equivalents, end of the year |
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| 154,353 |
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| 121,809 |
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| 57,435 |
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A. | Reserved |
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B. | Capitalization and Indebtedness |
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| Not applicable. |
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C. | Reasons for the Offer and Use of Proceeds |
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| Not applicable. |
D. | Risk Factors |
Investment in our ordinary shares involves a high degree of risk. You should carefully consider the risk factors described below, together with all of the other information contained in this annual report on Form 20-F, before deciding whether to invest in our ordinary shares. If any of the events described in these risk factors actually occurs, our business, financial condition, results of operations or cash flows could be materially and adversely affected. In such case, the trading price of our ordinary shares could decline, and you may lose all or part of your investment. Additional risks that we do not currently know about, or that we currently believe are immaterial, may also impair our business and the value of our ordinary shares.
Risks Related to Our Financial Condition and Going Concern
We have significant historical losses, a working capital deficiency, and may continue to incur losses, raising substantial doubt about our ability to continue as a going concern.
We have incurred annual operating losses since our inception, resulting in an accumulated deficit of $31,929,644 and a working capital deficiency of $323,911 as of September 30, 2025. Our revenues for the years ended September 30, 2025, 2024 and 2023 were $2,222, $941 and $1,401, respectively, and have not been sufficient to sustain our operations. Our auditors have included an explanatory paragraph in their report stating that these conditions raise substantial doubt about our ability to continue as a going concern. Our continuation as a going concern depends on our ability to obtain additional sources of capital and financing and to generate sufficient revenues from our functional nutrition and related businesses. There is no assurance that we will be successful in doing so. If we are unable to raise the required capital or generate adequate revenues, we may be forced to curtail business development activities and, ultimately, cease operations.
We will require substantial additional financing to sustain our operations and fund our Asia-Pacific expansion, and our ability to secure this capital is uncertain.
Our current limited cash resources and history of operating losses mean that future growth - particularly the execution of our Asia-Pacific distribution strategy and the continued development of the DAGola™ product line - relies heavily on our ability to access external capital. We expect to incur significant costs in connection with: expanding our DAGola™ brand in the United States and Asia-Pacific; supporting operations in Hong Kong and mainland China; production, logistics and regulatory compliance; and evaluating and developing early-stage biofuel and SAF feedstock initiatives. We may seek additional funds through public or private equity offerings, debt financings, strategic partnerships, or other arrangements. There is no assurance that such financing will be available on acceptable terms or at all. If we fail to secure sufficient additional financing, we may have to significantly delay, reduce or eliminate our expansion plans, and our business, prospects and financial condition could be materially harmed.
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| Table of Contents |
Risks Related to Our Corporate Structure, Redomiciliation and Control
Our redomiciliation subjects us to new legal requirements, and the ongoing FINRA review process may result in delays or additional costs.
On October 2, 2025, we completed a statutory continuation and redomiciled from the British Virgin Islands (“BVI”) to the State of Delaware. We are now governed by the Delaware General Corporation Law (“DGCL”) and our Delaware Certificate of Incorporation and Bylaws. The DGCL and related U.S. corporate governance, fiduciary-duty and shareholder-rights regimes differ significantly from BVI law. We may incur additional compliance, legal and administrative costs as a result of being a Delaware corporation. In addition, certain corporate actions related to our redomiciliation remain under review by FINRA, which is responsible for processing changes to our public market information. Any unexpected delays, objections or additional requirements arising from this process could increase our costs, delay full completion of the transition or negatively affect the liquidity or marketability of our shares.
The ongoing corporate actions related to our redomiciliation could result in a temporary trading suspension or delay in effectuating the corporate changes.
The statutory continuation process requires the clearance and final action of FINRA for various administrative processes, including changing the Company's name, domicile, and potentially the trading symbol. Any unexpected delays or requirements imposed by FINRA could result in a temporary trading suspension or a halt in the trading of our ordinary shares until the corporate action is fully processed. Such an interruption could severely limit the liquidity of our shares and negatively affect investor confidence.
The former BVI parent entity is expected to be dissolved, and any unforeseen liabilities of that entity could adversely affect the continuing Delaware corporation.
Upon redomiciliation, all known assets and liabilities of UMeWorld Limited (BVI) were transferred to UMeWorld Inc., the continuing Delaware corporation, under the statutory continuation process. The former BVI parent is expected to be legally dissolved. Although we do not expect additional liabilities to arise, there is a remote risk that claims or obligations associated with the former BVI entity could emerge before its final dissolution. If the Delaware corporation is required to assume any unrecorded or unexpected liabilities, our financial condition could be materially and adversely affected.
Our holding company structure and reliance on foreign subsidiaries for future revenue generation present operational and financial risks.
We are a holding company and conduct our operations primarily through our subsidiaries. In particular, our Asia-Pacific strategy relies on: Dagola Hong Kong Limited (“Dagola HK”), which functions as a regional holding and administrative entity; and Guangzhou Duokanglong Special Medical Nutrition Technology Co., Ltd. (“Duokanglong China”), which we expect to use for distribution and commercialization of DAGola™ and related products in the PRC. We do not exercise operational control over Duokanglong China in the same manner as over a U.S. domestic subsidiary, and operations in China and Hong Kong are subject to local corporate, tax, regulatory and banking regimes. Restrictions on fund transfers, regulatory changes, or non-compliance by our foreign subsidiaries with our policies or local laws could limit our ability to move capital, consolidate results, or effectively execute our Asia-Pacific strategy. Any such limitations could materially impair our growth prospects and financial performance.
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Our redomiciliation to the U.S. and expansion into the PRC will result in a complex and increased global tax compliance burden.
Prior to October 2, 2025, UMeWorld Limited was a BVI company, which generally benefits from a favorable tax environment. As a Delaware corporation, UMeWorld Inc. is now subject to U.S. federal, state, and local income taxes on its worldwide income. Furthermore, establishing operating entities in Hong Kong and the PRC subjects us to local tax regimes, including corporate income tax, withholding taxes on intercompany transfers, and value-added taxes (VAT). Compliance with these new and diverse tax regulations is complex and expensive. Any material change in U.S. or international tax laws, or an unexpected tax assessment in the PRC or Hong Kong, could result in substantial tax liabilities, penalties, or fines, which would materially and adversely affect our financial results.
We have identified material weaknesses in our internal control over financial reporting, which may be exacerbated by our foreign subsidiary structure and rapid operational changes.
We have identified material weaknesses in our internal control over financial reporting, including a lack of sufficient financial reporting and accounting personnel with expertise in U.S. GAAP and SEC reporting. Our rapid strategic shift into functional nutrition, the discontinuation of our prior education business, and the establishment of new foreign entities (Dagola HK and Duokanglong China) increase the complexity of our reporting environment. Designing, implementing and maintaining effective internal controls over financial reporting for our foreign operations may be difficult and time-consuming. If we fail to establish and maintain effective internal controls, particularly over international operations, we increase the risk of fraud, errors or material misstatements in our financial statements. Any such issues could result in regulatory scrutiny, restatements, loss of investor confidence and a decline in the market price of our ordinary shares.
Risks Related to Our New Business Model, Products and Asian Expansion
Our future success is highly dependent on the market acceptance and sales performance of our DAGola™ product in a highly competitive functional-nutrition market.
Our business strategy is now centered on our DAGola™ functional cooking oil product line. The health and wellness industry, and in particular the functional nutrition and specialty edible-oil segments, are highly competitive, fragmented and rapidly evolving. Our success depends on our ability to: successfully implement our new distribution strategy in China through Duokanglong China and in other Asia-Pacific markets; differentiate DAGola™ from competing products, including offerings from larger companies with significantly greater resources for marketing, R&D and distribution; educate consumers and health influencers about the benefits and clinical data supporting DAG oil; and generate and sustain consumer demand in both online and offline retail channels. If we fail to achieve sufficient consumer acceptance or cannot compete effectively, our revenues and prospects will be adversely affected.
Our evaluation and development of biofuel and Sustainable Aviation Fuel (SAF) feedstock initiatives are highly speculative and may never materialize into a viable business.
We may divert significant capital and management attention to evaluating early-stage biofuel and SAF feedstock opportunities. This sector is heavily dependent on volatile commodity prices, government subsidies and tax credits, and specialized regulatory approvals, which we have no experience navigating. Any capital invested in this exploratory phase may be lost if we fail to develop commercially viable technology or if market or regulatory conditions make the initiatives uneconomical. The pursuit of these speculative opportunities could detract from our primary focus on functional nutrition, harming our core business
Our reliance on a strategic partnership for DAG enzymatic technology and manufacturing exposes us to risks beyond our control.
We have entered into a Strategic Cooperation Agreement with Guangzhou Yonghua Special Medical Nutrition Technology Co., Ltd. (“Guangzhou Yonghua”) for the research, development and commercialization of enzymatic technologies used to produce DAG oil and related products. Our ability to scale production, maintain product quality, and develop new formulations depends on the continued performance and reliability of this strategic partner. If Guangzhou Yonghua fails to perform its obligations, experiences financial or operational difficulties, loses key personnel, or terminates the agreement, we may face interruptions in supply, increased costs, or the need to identify and qualify alternative suppliers.
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| Table of Contents |
Our reliance on the enzymatic technology licensed through our strategic partner exposes us to risks of intellectual property disputes or unauthorized disclosure of trade secrets.
Our core functional cooking oil product, DAGola™, is based on specialized enzymatic technology obtained through our cooperation agreement with Guangzhou Yonghua. The protection of this intellectual property (IP) is ultimately reliant on our partner's diligence and the effectiveness of IP laws in the PRC, which may not be as robust as in the United States. If the enzymatic technology or related trade secrets are misappropriated, infringed upon by a third party, or if a dispute arises regarding ownership or commercial rights, the resulting litigation and loss of proprietary advantage could severely damage our competitive position and require us to cease production or develop costly alternative technologies.
Re-establishing operations in the PRC exposes us to regulatory, economic and political risks specific to China and Hong Kong.
Although we are not using a variable interest entity (VIE) structure, our operations in China through Duokanglong China and our regional structure using Dagola HK expose us to a number of risks, including: Regulatory enforcement and policy changes: Our products and marketing activities may be affected by PRC laws and regulations relating to food safety, novel foods, health claims, advertising practices, distribution licensing, data privacy, and customs/import requirements. Regulatory changes or stricter enforcement could lead to fines, product recalls, license suspensions, or forced changes in our business model. Geopolitical and trade tensions: Deterioration in economic or political relations between the United States and the PRC, or between the PRC and other jurisdictions, could result in new tariffs, sanctions, trade barriers or restrictions on cross-border payments, which may negatively affect sourcing, manufacturing or distribution of our products. Currency risk: Duokanglong China’s functional currency is the Renminbi (RMB). Significant fluctuations in RMB/USD exchange rates could adversely affect the translated value of revenues, expenses and assets in our consolidated financial statements and reduce the value of any profits repatriated to the parent company. Any of these factors could materially and adversely affect our Asia-Pacific strategy and overall financial performance.
We face inherent product-liability and regulatory compliance risks related to selling functional food products, and we do not currently carry product liability insurance.
As a producer and marketer of functional food products, we face inherent risks that the consumption of our products could be alleged to cause illness, injury or other adverse health effects, whether or not such claims are supported by scientific evidence. Even unfounded or nominal claims could result in significant legal costs, negative media coverage and reputational harm. Authorities may scrutinize or challenge claims regarding triglyceride reduction, weight management, or uric-acid benefits. Failure to comply with applicable labeling, advertising or health-claim regulations could lead to warnings, fines, product seizures, forced recalls or injunctions. We do not currently maintain product liability insurance. As a result, any successful product-liability claim, material recall or regulatory enforcement action could have a significant negative impact on our financial condition and results of operations.
Risks Related to Our Ordinary Shares and Being a Public Company
Our ordinary shares are classified as “penny stock” under SEC rules, which may severely limit market liquidity. Our ordinary shares are quoted on the OTC market and are not listed on a national securities exchange. Because the trading price of our ordinary shares is less than $5.00 per share, they are considered “penny stock” under SEC rules. Broker-dealers that recommend or effect transactions in penny stocks must comply with additional disclosure, suitability and record-keeping obligations. These requirements may reduce the number of broker-dealers willing to trade in our shares, limit the volume of trading, and make it more difficult for investors to buy or sell our ordinary shares. Reduced liquidity could also increase price volatility and make it more difficult for us to raise capital through future equity offerings.
The market price of our ordinary shares has been and may continue to be volatile.
The market price of our ordinary shares has been, and is likely to continue to be, highly volatile and subject to wide fluctuations in response to factors such as: changes in our financial performance or outlook; developments relating to our products, strategic partnerships or competitors; announcements of clinical or scientific data relating to DAG oil or competing products; regulatory developments affecting our industry or our operations in the U.S. or Asia; low trading volume or limited analyst coverage; and broader market, economic or geopolitical conditions. Significant price fluctuations may occur regardless of our actual operating performance and could result in substantial losses for investors.
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We may lose our foreign private issuer status in the future, which could increase our costs and regulatory burden.
We currently qualify as a “foreign private issuer” under U.S. securities laws. As a result, we are exempt from certain Exchange Act requirements applicable to U.S. domestic issuers, including quarterly reporting on Form 10-Q, proxy rules and certain Section 16 reporting obligations. We assess our foreign private issuer status annually. If, in the future, more than 50% of our outstanding voting securities are held by U.S. residents and we fail to meet the other FPI eligibility criteria, we would be required to comply with the more extensive reporting, governance and disclosure requirements applicable to U.S. domestic issuers. This would increase our compliance costs and divert management attention.
We may be unable to retain key employees or recruit additional qualified personnel.
Our success depends heavily on the continued services of our senior management and other key personnel, as well as our ability to attract and retain additional qualified employees in the future. Competition for experienced professionals in the health and wellness, food, and biofuel sectors is intense. If we lose one or more key executives or fail to recruit and retain qualified personnel in a timely manner, our business, operations and growth prospects could be adversely affected.
Compliance with U.S. securities laws, Sarbanes-Oxley and evolving corporate governance requirements is costly and time-consuming.
As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and other applicable securities rules and regulations. Complying with these requirements requires significant management time and financial resources. Changes in laws, regulations or standards may increase our costs or create uncertainty as to how to comply. Failure to meet these requirements could result in enforcement actions, penalties, or loss of public confidence.
Concentrated ownership of our ordinary shares may limit your ability to influence corporate decisions.
A significant percentage of our outstanding ordinary shares is beneficially owned by a small number of shareholders, including a majority shareholder who is able to exert substantial influence over major corporate decisions, including the election of directors and approval of significant corporate transactions. This concentration of ownership may limit the ability of other shareholders to influence corporate matters and could discourage or prevent a change in control that other shareholders may view as beneficial.
We do not expect to pay dividends in the foreseeable future.
We have never declared or paid any cash dividends on our ordinary shares and currently intend to retain any future earnings to fund our operations and growth strategies. As a result, any return on your investment will depend on appreciation, if any, in the market price of our ordinary shares, and you may not receive any income from your investment.
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| Table of Contents |
ITEM 4. INFORMATION OF THE COMPANY
A. | History and Development of the Company |
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| Introduction and History |
We were originally incorporated as AlphaRx Inc. (“AlphaRx”) under the laws of the State of Delaware in 1997 as a pharmaceutical research and development company. In January 2013, we redomiciled to the British Virgin Islands (“BVI”). On March 8, 2013, AlphaRx changed its name to UMeWorld Limited.
AlphaRx was a specialty pharmaceutical company focused on developing therapies for the treatment and management of pain. Prior to November 2011, the Company devoted substantial efforts and resources to advancing its proprietary site-specific nano-drug-delivery technology and building a pipeline of reformulated drug candidates. On November 4, 2011, we ceased all operations related to pharmaceutical drug development and adopted a new corporate strategy focused on digital media and education, with an emphasis on the China market.
On August 30, 2012, we acquired all issued and outstanding shares of UMeLook Holdings Limited (“UMeLook”), a digital media and education startup in China, through a share-exchange transaction involving the issuance of 70,000,000 AlphaRx common shares. The acquisition did not result in any change in control of our officers or Board of Directors.
Due to legal restrictions in the People’s Republic of China (“PRC”) on foreign ownership in the value-added telecommunications sector, we operated our online platform through a variable interest entity (“VIE”), Guangzhou XinYiXun Technology Co. Ltd. (“Guangzhou XinYiXun”), which held our Value-Added Telecommunication Services (“VATS”) license, registered trademarks, and software copyrights. Although neither we nor our subsidiaries held equity ownership in Guangzhou XinYiXun, we were its primary beneficiary under U.S. GAAP through a series of contractual arrangements among UMeLook (Guangzhou) Information Technology Co., Ltd., Guangzhou XinYiXun, and its shareholders.
In 2017, we launched a day-care and private tutoring trial program for Grade 1 through Grade 6 students under the UMTang brand. This initiative was discontinued later that year due to regulatory and licensing challenges. On November 4, 2019, we entered into an acquisition agreement with Beijing Radish Green Vegetable Education Technology Co., Ltd. (“Proud Kids”) in an all-stock transaction, under which up to 37,500,000 ordinary shares would have been issued. The agreement was terminated on April 30, 2020.
On May 20, 2021, we entered into a Platform Usage Agreement with Beijing Deyibai Education Technology Co., Ltd. for Easy Learn English, an English-learning platform combining artificial intelligence with human tutors. Under this arrangement, the Company established both corporate-owned and franchised learning centers in the Greater Bay Area of Guangdong Province.
In December 2021, we terminated all contractual arrangements among UMeLook Guangzhou, Guangzhou XinYiXun, and its shareholders, and dissolved our education business in China. As a result, we no longer held the VATS license, PRC-registered trademarks, or software copyrights previously controlled through the VIE.
In 2023, the Company initiated preliminary discussions with third parties in Malaysia to explore the potential acquisition of certain palm oil mills as part of an evaluation of biofuel-related opportunities, including the potential application of the Company’s enzymatic technology for diacylglycerol (“DAG”) oil production in Sustainable Aviation Fuel (“SAF”) markets. During the course of its due diligence, the Company identified legal and structural issues associated with the proposed target assets. As a result, the Company elected not to proceed with the proposed acquisition, and discussions were terminated. The Company did not enter into any binding agreements, incur material capital commitments, or acquire any assets in connection with this initiative. As of the date of this report, the Company is not pursuing the acquisition of palm oil mills in Malaysia, and there can be no assurance that similar opportunities will be pursued or completed in the future.
Transition to Functional Nutrition and DAGola Brand Development
In June 2022, we launched our DAGola™ brand of diacylglycerol (“DAG”) cooking oil in the United States through Amazon.com. DAGola™ is a functional cooking oil scientifically shown to promote lower triglyceride and uric acid levels. Since the launch of DAGola™, the Company has shifted its business focus toward a health- and wellness-oriented model, emphasizing functional nutrition and nutritional-supplement distribution.
On August 11, 2025, we entered into a Strategic Cooperation Agreement with Guangzhou Yonghua Special Medical Nutrition Technology Co., Ltd., establishing a long-term partnership for the research, development, and commercialization of enzymatic technology for DAG oil and biofuel production. The agreement grants us exclusive commercialization rights outside the PRC (subject to sales thresholds) and provides access to essential technical data, know-how, and support for our global functional-nutrition and biofuel initiatives.
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Redomiciliation and Establishment of Asia-Pacific Structure
On October 2, 2025, the Company completed its redomiciliation from the British Virgin Islands to the State of Delaware through a statutory continuation process and became a Delaware corporation. As of the date of this report, regulatory notifications and processing in connection with the redomiciliation, including review by FINRA, remain pending and do not affect the legal effectiveness of the redomiciliation.
Upon the effectiveness of the statutory continuation into Delaware, UMeWorld Limited (BVI) retained no business operations or assets, as all assets, liabilities, and business activities were automatically transferred to the new Delaware entity, UMeWorld Inc. UMeWorld Limited (BVI) is expected to be legally dissolved upon the completion of all remaining administrative and regulatory matters related to the redomiciliation.
To support our planned expansion into the Asia-Pacific region, we incorporated Dagola Hong Kong Limited (“Dagola HK”) in August 2025. At formation, Dagola HK was wholly owned by our founder, Michael Lee, solely for administrative convenience in establishing the Company’s regional corporate structure. Dagola HK is a non-operating holding company with no business activities, employees, or revenue.
On September 25, 2025, Dagola HK established a wholly owned subsidiary in the People’s Republic of China, Guangzhou Duokanglong Special Medical Nutrition Technology Co., Ltd. (“Duokanglong China”), which is intended to serve as the Company’s operating entity for potential future DAGola™ product sales and distribution in Mainland China. Duokanglong China has not commenced commercial operations and is currently engaged only in preliminary, non-revenue-generating activities, including regulatory planning and market research.
Prior to October 16, 2025, neither Dagola HK nor Duokanglong China conducted any business activities, and both entities existed solely as newly formed, inactive subsidiaries.
On October 16, 2025, ownership of Dagola HK, together with its wholly owned subsidiary Duokanglong China, was transferred from Michael Lee to UMeWorld Inc. As a result, both Dagola HK and Duokanglong China became wholly owned subsidiaries of the Company. These entities form the foundation of the Company’s Asia-Pacific corporate structure and are not part of any variable interest entity (“VIE”) structure.
Current Business Overview
As of the date of this report, the Company is a biotechnology-driven health and sustainability company focused on the development and commercialization of functional nutrition and wellness products, with an initial emphasis on diacylglycerol (DAG)-based cooking oils marketed under the DAGola™ brand.
In addition, the Company is evaluating sustainability-oriented initiatives in renewable energy and biofuel-related markets. These activities are currently at an early, non-commercial stage and have not generated revenue.
The Company currently conducts its commercial operations primarily through its U.S. subsidiary and sells its products principally through online distribution channels.
The Company has also established subsidiaries in Hong Kong and Mainland China to support potential future market entry; however, as of the date of this report, these entities are engaged only in preliminary, non-revenue-generating activities, including market research and regulatory planning, and are not material to the Company’s current operations.
B. | Business Overview |
UMeWorld Inc. is a biotechnology-driven health and sustainability company. Through our primary operating subsidiary, Dagola Inc., based in Miami, Florida, we are focused on developing and commercializing products that apply a single enzymatic platform across two sectors: functional nutrition and renewable fuels. Our current commercial activities are concentrated in our DAGola® functional oil division, while our renewable-fuels initiative, Project Verdant, remains at an early planning stage.
Cellugizer was a trial product line of functional nutrition products that we evaluated during fiscal 2025. Following this evaluation, we decided to discontinue the Cellugizer product line and focus our resources on the development and commercialization of our DAGola® functional oil products. As a result of this strategic decision, we wrote off all remaining Cellugizer-related inventory.
As a health and wellness company, our mission is to help customers lead healthier lives through science-backed functional nutrition. DAGola Inc. is engaged in the sales and marketing of diacylglycerol (“DAG”) cooking oils and related nutritional products, primarily in the United States and China. In parallel, we are evaluating the development of a separate business line focused on biofuel production, particularly Sustainable Aviation Fuel (“SAF”) and biodiesel derived from used cooking oil (“UCO”), palm-related by-products, and other waste-based feedstocks. Both business lines are based on a common enzymatic technology for converting triglyceride-rich oils into higher-value outputs.
Project Verdant is at a very early, planning stage. The Company is exploring the potential construction of a 50,000-metric-ton-per-year biodiesel pilot plant in Malaysia, currently planned for 2026. If constructed, this facility would be designed to demonstrate our enzymatic conversion pathway at industrial scale using waste-based feedstocks. At this time, Verdant’s activities are limited to feasibility studies, preliminary engineering and regulatory assessments, and site and feedstock evaluations. The project is subject to technical validation, permitting, financing, and market conditions, and there can be no assurance that the pilot plant will be built or become operational within the anticipated timeframe, or at all.
On August 11, 2025, we entered into a Strategic Cooperation Agreement with Guangzhou Yonghua Special Medical Nutrition Technology Co., Ltd., a partner with deep expertise in enzymatic DAG technology. The agreement supports both divisions by providing us with access to proprietary enzyme formulations, technical data, and industrial know-how, and grants us exclusive commercialization rights outside the People’s Republic of China (subject to sales thresholds). This agreement underpins our DAGola® functional-oil business and provides the technological foundation for potential future development of Verdant Biofuel.
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Our Revenue Strategy
Our revenue strategy combines brand-led internal development with a selective “buy-and-build” approach. In the near term, our revenues are expected to be driven primarily by DAGola Inc., through the sale of DAG-based cooking oils and related nutritional products. We intend to expand DAGola® distribution through e-commerce, specialty and health-oriented retailers, and regional distributors in the United States, China, and other key markets. Over time, we may complement this organic growth with acquisitions of brands or businesses that are aligned with our focus on functional nutrition and metabolic health.
In the longer term, subject to the successful advancement of Project Verdant beyond its current planning stage, we aim to generate additional revenue streams from industrial biofuel applications, including potential biodiesel and SAF intermediates, technology licensing, and strategic offtake or joint-venture arrangements. Because both divisions share the same enzymatic platform, we expect to realize operating efficiencies through shared research and development, unified technical teams, and overlapping supply-chain and feedstock strategies.
Our Principal Product
DAGola™ DAG Cooking and Salad Oil
Our principal commercial product is DAGola™ DAG Cooking and Salad Oil, a functional cooking oil formulated to provide metabolic benefits beyond those of conventional edible oils.
Conventional cooking oils - such as vegetable, corn, soy, canola, and olive oils - are composed primarily of triglycerides (“TAG”). Excess TAG in the body is commonly stored as fat in the liver or adipose tissue. DAG differs structurally and metabolically from TAG. When consumed, DAG is preferentially metabolized as an energy source rather than stored as fat. Clinical studies have shown that substituting DAG oil for TAG-based oils as part of a healthy diet can support weight management, reduce body-fat accumulation, and promote healthier lipid profiles, including reductions in serum triglycerides and uric acid levels.
DAG oil was originally developed by a Japanese multinational company and gained popularity as a cooking oil in Japan after its introduction in 1999. In 2009, DAG oil products were voluntarily withdrawn from global markets due to concerns regarding glycidyl esters, a process-related contaminant present in many refined vegetable oils. Our strategic partner has implemented technology and processing improvements intended to address those concerns, enabling DAG oil to be reintroduced in a manner designed to meet current safety and quality expectations. The Company’s DAGola™ products are formulated using diacylglycerol (“DAG”) oil produced through enzymatic processes and are positioned as functional cooking oils for general wellness applications. Product formulations and source oils may vary by market and supplier.
The U.S. Food and Drug Administration has designated DAG oil as Generally Recognized as Safe (GRAS). In other jurisdictions, including Canada, Australia, China, and the European Union, DAG oil is treated as a novel food and permitted for consumer sale. Clinical research indicates that DAG oil must contain at least approximately 27% DAG to confer measurable health benefits. In China, a cooking oil must contain at least 40% DAG to support DAG-related labeling claims. Our DAG oils have been evaluated in an ongoing clinical trial involving 400 type-2 diabetic patients, in which statistically significant improvements have been observed in body weight, body mass index, serum lipids, and serum uric acid in the DAG-oil group compared with control oils.
Market Opportunity
We seek to position UMeWorld as a participant in two large, structurally growing markets: functional foods and edible oils on the one hand, and renewable fuels and SAF on the other. Our business model is designed to address the convergence of global health and energy trends highlighted in our investor presentation, including the increasing prevalence of metabolic syndrome, expanding demand for science-backed functional nutrition, and binding regulatory mandates for low-carbon aviation fuels.
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Within the wellness sector, consumers are increasingly focused on metabolic health, weight management, and cardiovascular risk factors. Conventional edible oils offer flavor and affordability but are not clinically validated for metabolic benefits. Functional foods and oils that can demonstrate scientifically supported health outcomes are gaining wider acceptance as consumers seek to replace commodity products with differentiated, clean-label alternatives. DAGola® aims to compete in this segment by pairing everyday usability and familiar cooking performance with clinically supported benefits for lipid metabolism.
In the energy sector, global policymakers have adopted mandates and incentives intended to accelerate the adoption of low-carbon fuels, particularly in aviation. SAF is widely viewed as a critical pathway for decarbonizing air travel, yet current production volumes remain well below projected demand. This structural undersupply is expected to persist for many years, particularly as initiatives such as ReFuelEU Aviation and the U.S. SAF Grand Challenge are implemented. Project Verdant is intended, if developed, to address a portion of this opportunity by converting abundant, low-value waste oils into higher-value renewable-fuel intermediates through an enzymatic process that targets lower carbon intensity, improved feedstock flexibility, and reduced capital and operating costs. While DAGola® represents our current commercial focus, we believe that, over the long term and subject to successful development beyond its current planning stage, Project Verdant could expand our addressable market and support diversification of our revenue base.
Competition
We face competition in both the health and wellness industry and the edible-oils market, as well as from companies operating in the renewable-fuels sector.
In functional nutrition and edible oils, we compete with established multinational food and consumer-goods companies, as well as emerging brands that promote premium or “better-for-you” oils. Many of these competitors benefit from greater financial resources, extensive marketing budgets, entrenched distribution networks, and broad retailer relationships. Most conventional edible oils, however, do not offer clinically validated metabolic benefits and are generally positioned on the basis of taste, price, or general “heart-healthy” messaging rather than specific lipid-metabolism outcomes. DAGola® seeks to differentiate itself through its DAG composition, clinical research base, and positioning as a functional oil specifically targeted at metabolic health.
In renewable fuels, should Project Verdant advance beyond its current planning stage, we would expect to compete with established producers of biodiesel and SAF, as well as with technology developers focused on alternative conversion pathways. Many of these companies operate at greater scale and may have access to lower-cost capital, established refining assets, and long-term offtake contracts. Our intended competitive advantage in this space is based on the characteristics of our enzymatic conversion process, which is designed to operate at lower temperatures without harsh chemical catalysts, to process a wide range of waste-based feedstocks, and to generate higher-purity outputs with lower carbon intensity compared to many traditional processes.
We believe our principal competitive strengths include:
| 1. | the scientific foundation and clinical validation underlying DAGola® functional oils; |
| 2. | our unified enzymatic platform, which can be applied across both nutrition and energy applications; and |
| 3. | our strategic relationship with Guangzhou Yonghua, which supports ongoing innovation in enzymatic technologies. At the same time, we recognize that we operate in markets characterized by rapid innovation, evolving consumer preferences, regulatory change, and significant competition from larger, better-capitalized entities. |
C. | Organizational Structure |
UMeWorld Inc. is a holding company and conducts its operations through its subsidiaries. The Company does not have substantive operations of its own. Our primary commercial activities are carried out through Dagola Inc. in the United States, while Dagola Hong Kong Limited and its subsidiary, Guangzhou Duokanglong Special Medical Nutrition Technology Co., Ltd. (acquired subsequent to September 30, 2025, as described above), form our Asia-Pacific corporate structure. Dagola Hong Kong functions solely as a holding company with no business operations, and Guangzhou Duokanglong Special Medical Nutrition Technology Co., Ltd., serves as our regional operating entity in the People’s Republic of China.
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The chart below summarizes our corporate legal structure as of the date of this annual report:
Dagola Hong Kong Limited and Guangzhou Duokanglong Special Medical Nutrition Technology Co., Ltd. were acquired subsequent to September 30, 2025, as described above.
D. | Properties, Plants & Equipment |
We do not own any real property. We lease office space in Miami, Florida, which serves as the primary office for the Company and for our operating subsidiary, Dagola Inc. This facility houses our management, administrative, and commercial functions.
We also utilize shared office space in Guangzhou, China, which provides workspace for administrative support and coordination related to Dagola China’s activities. This arrangement is informal and does not involve a long-term lease commitment.
In addition, we maintain a small administrative presence in Hong Kong for regional corporate and administrative purposes. This presence is secured under a short-term administrative services arrangement and does not involve any material lease or multi-year financial obligation.
We believe that our existing facilities are adequate for our current operational needs. As our business grows, we expect that suitable additional office and administrative facilities will remain available through standard commercial leasing arrangements.
Our information technology infrastructure is hosted primarily on servers managed by major domestic third-party internet data-center providers under annually renewable service agreements.
E. | Smaller Reporting Company |
We qualify as a “smaller reporting company” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended. As a foreign private issuer, we report under the disclosure requirements applicable to Form 20-F, which differ from those applicable to domestic U.S. issuers, including domestic smaller reporting companies. Although our status as a smaller reporting company does not modify the disclosure framework applicable to foreign private issuers under Form 20-F, it does allow us to remain eligible for certain scaled regulatory requirements, including qualification as a non-accelerated filer and the related exemption from the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act. We will continue to qualify as a smaller reporting company for so long as we meet the applicable public-float and revenue thresholds.
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ITEM 4A. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the consolidated financial statements and the related notes included elsewhere in this annual report on Form 20-F. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Item 3.D. Key Information - Risk Factors” and elsewhere in this annual report on Form 20-F.
A. Operating Results
Overview
During the fiscal year ended September 30, 2025, we operated as a holding company incorporated in the British Virgin Islands. We have no substantive operations of our own and conduct all business activities through our wholly owned operating subsidiary in the United States. Our primary business focus is the development, marketing, and sale of DAG (diacylglycerol) cooking oils under our DAGola™ brand. We believe that DAG oil’s functional and metabolic characteristics position DAGola™ within the growing market for science-backed wellness products.
Revenue for the fiscal year was generated primarily through online sales of DAGola™ cooking oil products. As a developing consumer brand, our operating results are influenced by marketing efficiency, customer acquisition dynamics, supply-chain costs, and logistics considerations. We did not generate revenue from biofuel or Sustainable Aviation Fuel (“SAF”) feedstock activities during the period, as these initiatives remain in the early planning and feasibility-assessment stage.
During fiscal 2025, we discontinued our Cellugizer sports-supplement product line and fully wrote off all remaining related inventory. This strategic decision reflects management’s focus on expanding DAGola™ and evaluating long-term opportunities in low-carbon biofuel feedstocks.
On October 2, 2025, after the fiscal year end, we completed our statutory continuation from the British Virgin Islands to the State of Delaware. The redomiciliation did not affect our consolidated assets, liabilities, or operations.
General Factors Affecting Our Results of Operations
Our operating performance is affected by several broad factors, including:
| · | consumer demand for functional, health-oriented cooking oils; |
| · | the cost of raw materials, packaging, and international freight associated with sourcing DAG oil; |
| · | the economics of online retail channels, including advertising costs, fulfillment fees, and platform commissions; |
| · | the efficiency and reliability of our logistics and supply chain; and |
| · | the early-stage scale of our business, which results in higher relative fixed costs. |
These factors may continue to create variability in our results as we expand our brand presence and customer base.
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Specific Factors Affecting Our Operating Results
Our fiscal 2025 operating results were primarily driven by the growth trajectory of our DAGola™ brand. Revenue depended on our ability to reach new customers, encourage repeat purchases, and maintain effective pricing relative to other specialty and conventional cooking oils. Because the majority of our sales occurred through online platforms, changes in digital advertising costs, consumer purchasing behavior, and platform algorithms directly influenced performance.
Cost of goods sold was affected by product sourcing costs, bottling and packaging expenses, import duties, freight charges, and marketplace fulfillment fees. International shipping volatility and raw-material availability contributed to fluctuations in gross margins.
Operating expenses consisted mainly of marketing expenditures, administrative and professional fees, compliance costs associated with operating as a public company, and the one-time write-off related to discontinuation of the Cellugizer product line.
As an early-stage brand with limited revenue scale, we recorded a net loss for the fiscal year. We expect financial performance to continue to be influenced by the pace of revenue growth, marketing efficiency, supply-chain management, and our ability to broaden distribution channels for DAGola™.
Results of Operations
The following tables summarize the results of operations for the years ended September 30, 2025, 2024 and 2023 and the annual results of operations for the past three years:
Years Ended September 30 |
| 2025 |
|
| 2024 |
|
| 2023 |
| |||
|
| $ |
|
| $ |
|
| $ |
| |||
Revenue |
|
| 2,222 |
|
|
| 941 |
|
|
| 1,401 |
|
Cost of revenue |
|
| (8,877 | ) |
|
| (1,575 | ) |
|
| (4,546 | ) |
Selling, general and administrative expenses |
|
| (222,070 | ) |
|
| (223,831 | ) |
|
| (303,195 | ) |
Inventory write-off |
|
| (29,493 | ) |
|
| - |
|
|
| - |
|
Other income |
|
| 42 |
|
|
| - |
|
|
| - |
|
Interest income |
|
| - |
|
|
| - |
|
|
| - |
|
Other expense |
|
| - |
|
|
| - |
|
|
| - |
|
Income tax expense |
|
| - |
|
|
| - |
|
|
| - |
|
Net loss |
|
| (258,176 | ) |
|
| (224,465 | ) |
|
| (306,340 | ) |
RESULTS OF OPERATIONS
Revenue
Revenue increased from $941 in fiscal 2024 to $2,222 in fiscal 2025, driven primarily by higher sales of DAGola™ cooking oil. We remain in the early stages of commercializing our DAG oil products, and revenue levels continue to reflect limited brand awareness and modest distribution reach.
Cost of Revenue
Cost of revenue increased significantly from $1,575 in 2024 to $8,877 in 2025. The increase was primarily due to costs associated with transitioning to the production and sale of DAG oil, including product acquisition costs, freight and import charges, packaging expenses, and e-commerce fulfillment costs.
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Operating Expenses
Selling, General and Administrative Expenses: SG&A expenses were $222,070 for fiscal 2025, compared to $223,831 for fiscal 2024. This represents a decrease of $1,761. The decrease reflects lower discretionary spending, partially offset by ongoing public-company compliance costs.
Inventory Write-off: In fiscal 2025, we recorded a non-cash inventory write-down of $29,493 related to the discontinuation of the Cellugizer product line. In accordance with ASC 330, management determined that the remaining Cellugizer inventory was no longer recoverable following the strategic decision to focus exclusively on the DAGola™ brand. This charge is presented as a separate line item within operating expenses.
Total Operating Expenses, including both SG&A and the inventory write-off were $251,563 for fiscal 2025, compared to $223,831 for fiscal 2024.
The inventory write-off impacted reported operating results for fiscal 2025 but represents a non-cash accounting adjustment related to inventory acquired in prior periods and does not reflect recurring operating expenses.
Other Income
We recorded $42 of other income in fiscal 2025, primarily related to shipping fees charged to customers, compared to no such income in fiscal 2024. The change is not material.
Income Tax Expense
We did not incur income tax expense for fiscal years 2025 or 2024 due to our net loss position.
Net Loss
We incurred a net loss of $258,176 for fiscal 2025 compared to a net loss of $224,465 for fiscal 2024, representing an increase of $33,711, or approximately 15%. The increase in net loss was primarily attributable to a one-time write-off of inventory related to Cellugizer products, as well as higher costs associated with product production and expansion.
Liquidity and Capital Resources
Our principal sources of liquidity have been proceeds from issuances of equity and advances from our CEO, directors, and shareholders. We rely on these financing sources to fund working capital needs, procurement of inventory, marketing expenses, administrative costs, and overall operating activities.
We expect to continue financing operations primarily through the issuance of equity securities or shareholder advances. We may require additional cash resources as we expand DAGola™, support brand development, and evaluate potential opportunities in biofuel and Sustainable Aviation Fuel (“SAF”) feedstock initiatives. If our existing cash resources are insufficient, we may seek to raise additional funds through equity or debt financing. There can be no assurance that such financing will be available on acceptable terms or at all.
All liquidity and capital resources discussed above relate to the Company’s operations prior to October 2, 2025 redomiciliation.
Going Concern
We have incurred recurring losses since inception and expect operating losses to continue for the foreseeable future. Our liquidity needs include working capital for operations, inventory purchases, marketing, and administrative expenses. If we are unable to obtain additional funding in the near term, we may not be able to continue certain business activities. These conditions raise substantial doubt about our ability to continue as a going concern.
Working Capital
As of September 30, 2025 and 2024, we had cash balances of $154,353 and $121,809 respectively. These funds are primarily located in various financial institutions located in Canada and USA.
As of September 30, 2025, we had working capital deficiency of approximately $323,911 as compared to a working capital deficiency of $365,735 as of September 30, 2024. Since inception, we have financed operations primarily from the issuance of ordinary shares and promissory notes. We expect to continue ordinary share 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 shareholders, 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 shareholders.
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We expect to continue to spend capital on the sales and marketing activities related to our DAG cooking oil business. The inability to raise capital would have a material adverse effect on the Company.
Off-Balance Sheet Arrangements
We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any unconsolidated third parties. In addition, we have not entered into any derivative contracts that are indexed to our shares and classified as shareholders’ equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. Moreover, we do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.
Holding Company Structure
Overview
We are a holding company with no material operations of our own. The Company conducts its commercial operations through its subsidiary in the United States. The Company also has wholly owned subsidiaries in Hong Kong and Mainland China, which are non-operating or engaged only in preliminary, non-revenue-generating activities and are not material to the Company’s current operations.
Dividend Distributions
We have never declared or paid dividends. We currently intend to retain all available funds to support the growth of our business and do not anticipate paying dividends in the foreseeable future. Any future determination to declare dividends will be made by our Board of Directors based on our results of operations, financial condition, capital requirements, contractual restrictions, and other factors it deems relevant.
As a Delaware corporation (effective October 2, 2025), dividend payments are governed by the Delaware General Corporation Law.
Contractual Obligations and Commitments
Excluding accounts payable and accrued liabilities, we do not have any contractual obligations and commitments for the years ended September 30, 2025, 2024 and 2023.
Certain Factors That May Affect Future Results
Certain statements contained in this annual report constitute “forward-looking statements” within the meaning of U.S. federal securities laws. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to differ materially from those expressed or implied by the forward-looking statements.
Factors that could cause actual results to differ materially include, among others:
| · | our history of operating losses and limited operating history in the functional-nutrition market; |
| · | our ability to successfully market, distribute, and scale sales of our DAGola™ cooking-oil products; |
| · | dependence on third-party manufacturers, suppliers, and logistics providers for product sourcing and fulfillment; |
| · | fluctuations in raw-material costs, international shipping conditions, and e-commerce platform fees; |
| · | the need for additional capital to support operations and execute our growth strategy; |
| · | competitive pressures from established food, wellness, and consumer-product companies; |
| · | regulatory developments affecting food products, nutritional-supplement labeling, or future biofuel-related initiatives; and |
| · | the risks and uncertainties described in “Item 3.D - Risk Factors” of this annual report. |
|
| Forward-looking statements are based on current expectations and assumptions that are inherently uncertain. |
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We undertake no obligation to update any forward-looking statements except as required by applicable law.
Significant Accounting Policies
Please refer to our significant accounting policies in Note 2 to our consolidated financial statements.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. | Directors and Senior Management |
The following table sets forth information regarding our executive officers and directors as of the date of this annual report.
Name |
| Age |
| Position |
| Term |
Michael M. Lee |
| 62 |
| Founder, Chairman, Chief Executive Officer |
| Since 8/8/1997 |
Winfield, Yongbiao Ding |
| 57 |
| Chief Financial Officer (Part time) |
| Since 6/5/2017 |
Dr. David Milroy |
| 73 |
| Independent Director |
| Since 4/15/2003 |
Dr. Ford Moore |
| 73 |
| Independent Director |
| Since 4/15/2003 |
Michael M. Lee: Mr. Lee is the founder of the Company and has served as Chairman and Chief Executive Officer since its inception. He has more than 30 years of experience in high-technology development, corporate strategy, marketing, and public-company finance. Mr. Lee has led the Company through multiple business transitions, including its early-stage pharmaceutical research activities, the development and operation of digital media and education platforms in China, and its current transformation into a health, wellness, and sustainable-energy-focused enterprise. Mr. Lee has significant experience in capital formation, corporate structuring, and cross-border operations, having directed the Company’s financings, strategic partnerships, and international business initiatives. Under his leadership, the Company launched its DAGola™ DAG cooking oil business in the United States, expanded into functional nutrition, and began developing biofuel and Sustainable Aviation Fuel (SAF) feedstock initiatives in collaboration with global partners. Mr. Lee holds a Bachelor of Science in Applied Mathematics from the University of Western Ontario. He founded the Company in August 1997 and continues to oversee its strategic direction, operations, and long-term growth initiatives.
Winfield, Yongbiao Ding, CA, MBA: Mr. Ding is a seasoned senior finance executive with over fifteen years of finance and operations experience and has held CFO, board director and audit committee chair positions at several public and privately held companies in the education, technology, energy and mining industries. Mr. Ding began his career as an Audit Manager with McGovern Hurley Cunningham LLP. At McGovern, he worked in their audit and assurances practice across a wide range of industries, focusing on companies in the entertainment and media space. He holds a Master of Business Administration from the University of Hong Kong and is a Member of the Chartered Accountants of Ontario.
David Milroy, D.D.S. M.R.C.D. (C): Dr. Milroy is a Certified Oral & Maxillofacial Surgeon and has been in private practice in Richmond Hill, Woodbridge, and Port Hope, Ontario for the past twenty years. He graduated from the University of Toronto, Faculty of Dentistry with a Doctor of Dental Surgery degree in 1976 and a Residency in Oral & Maxillofacial Surgery at the University of Toronto, Toronto General and Toronto Doctor’s Hospitals in 1982.
Ford Moore, D.D.S. F.R.C.D. (C): Dr. Moore is a certified Oral & Maxillofacial Surgeon, is engaged in a full-time private practice in Newmarket, Ontario that he established in 1981. Dr. Moore graduated from the University of Toronto with a Doctor of Dental Surgery degree in 1976, and completed a hospital Residency in Oral Surgery and Anesthesia at Toronto General Hospital, Toronto Doctor’s Hospital and the University of Toronto in 1980.
Our directors are not subject to a term of office and hold office until their successors have been elected or qualified or until their death, resignation, retirement, removal, or disqualification. Vacancies on the board will be filled by a majority vote of the remaining directors. Officers of the Company serve at the discretion of the board of directors.
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B. | Compensation of Directors and Executive Officers |
Our independent directors did not receive any compensation for the year ended September 30, 2025, 2024 and 2023. Directors are reimbursed for direct out-of-pocket expenses for attendance at meetings of the Board of Directors and for expenses incurred for and on behalf of the Company.
Summary of Executive Compensation
The table below summarizes the compensation received by our Chief Executive Officer for the fiscal years ended September 30, 2025, 2024 and 2023 and any other executive officer of the Company who received compensation in excess of $40,000 for services rendered during any of those years (“named executive officers”).
|
|
|
|
|
|
| Non-equity incentive plan compensation (S) |
|
|
|
| |||||||||||
Name and Principal Position |
| Year |
| Salary ($) |
|
| Share based awards ($) |
| Option based awards ($) |
| Annual incentive plans |
| Long term incentive plans |
| Pension value ($) |
| All other compensation ($) |
| Total ($) |
| ||
Michael Lee (1)(2) |
| 2025 |
|
| 100,000 |
|
| Nil |
| Nil |
| Nil |
| Nil |
| Nil |
| Nil |
|
| 100,000 |
|
Chairman and CEO |
| 2024 |
|
| 80,000 |
|
| Nil |
| Nil |
| Nil |
| Nil |
| Nil |
| Nil |
|
| 80,000 |
|
|
| 2023 |
|
| 80,000 |
|
| Nil |
| Nil |
| Nil |
| Nil |
| Nil |
| Nil |
|
| 80,000 |
|
Notes:
(1) | Mr. Michael Lee is not compensated with respect to his appointment as director. |
(2) | Mr. Michael Lee agreed to accrue compensation payable to him for the 2025, 2024 and 2023 fiscal years and payable at such times as determined by the Company. |
Summary of Stock Plans
2013 Share Incentive Plan
Our Board of Directors adopted the 2013 Share Incentive Plan, or the 2013 Plan, which became effective in July 2013. A total of 17,000,000 ordinary shares of our company are reserved for issuance under the 2013 Plan. A general description of the terms of the 2013 Plan is set forth below:
Plan Administration. Our Board of Directors or one or more committees appointed by our Board acts as the administrator of the 2013 Plan.
Award Document. Awards granted under the 2013 Plan are evidenced by an award document that sets forth the terms and conditions applicable to each of these awards, as determined by the administrator in its sole discretion.
Termination of the 2013 Plan. Without further action by our Board of Directors, the 2013 Plan expired in July 2024.
As of the date of this report, the Company has no outstanding options.
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C. | Board Practices |
Board of Directors
As of the date of this annual report, our Board of Directors consists of three directors. Directors are elected to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier resignation or removal. Directors are not required to hold any shares of our Company to serve.
Under our Bylaws and the Delaware General Corporation Law (“DGCL”), our Board has full authority to manage the business and affairs of the Company, except as otherwise provided by law or our Certificate of Incorporation. This includes, among other things, the authority to issue authorized but unissued shares, appoint officers, form committees, and approve corporate transactions. A director may vote on matters in which the director has an interest, provided the nature of such interest is disclosed in accordance with Delaware law.
Duties of Directors
The functions and powers of our Board of Directors include, among others:
| · | convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings; |
| · | issuing authorized but unissued shares; |
| · | declaring dividends and distributions; |
| · | exercising the borrowing powers of our company and mortgaging the property of our company; |
| · | approving the transfer of shares of our company, including the registering of such shares in our share register; and |
| · | exercising any other powers conferred by the shareholders’ meetings or under our amended and restated memorandum and articles of association. |
Committees
Nominating and Corporate Governance Committee
The Board of Directors does not have a nominations committee or a formal procedure with respect to the nomination of directors. In addition, we do not have any defined policy or procedure requirements of shareholders to submit recommendations or nominations for directors, and we have not established any specific or minimum criteria for nominating directors or specific process for evaluating any such nominees. Our directors expect to identify future potential director candidates from recommendations made by our directors, management and shareholders, as appropriate.
Compensation Committee
The Board of Directors has not yet established a compensation committee.
Audit Committee
We are not currently required to maintain an audit committee because our ordinary shares are not considered a “listed security” as defined under Rule 10A-3 of the Exchange Act.
Due to the Company’s size and stage of development, the Board of Directors currently performs the oversight functions that would otherwise be delegated to an audit committee. As discussed in Item 15 of this Annual Report, the Company has identified material weaknesses in its internal control over financial reporting and concluded that its internal control over financial reporting was not effective as of the end of the reporting period. The Company is in the process of evaluating and implementing measures intended to improve its internal control environment.
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Terms of Directors and Officers
Our officers are elected by and serve at the discretion of the Board of Directors. Our directors are not subject to a term of office and hold office until such time as they resign or are removed from office by ordinary resolution or the unanimous written resolution of all shareholders. A director will be removed from office automatically if, among other things, the director (1) becomes bankrupt or makes any arrangement or composition with his creditors; or (2) dies or is found by our company to be or becomes of unsound mind.
D. | Employees |
As of the date of this annual report, we have one full-time employee, our Chief Executive Officer, who is responsible for the overall strategic direction, operations, and management of the Company. All other functions - including accounting, bookkeeping, financial reporting, e-commerce operations, logistics coordination, marketing support, and administrative services - are performed by independent contractors and third-party service providers engaged on an as-needed basis. These service providers are not employees of the Company under applicable U.S. or British Virgin Islands law, and we do not maintain payroll, W-2 reporting, or employee benefit programs for them.
This outsourced structure allows us to operate efficiently, control fixed overhead costs, and access specialized expertise while maintaining operational flexibility as we scale our health, wellness, and biofuel-related initiatives.
E. | Share Ownership |
The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of the date of this annual report by (i) each person or entity known to us to beneficially own more than 5% of our outstanding ordinary shares; (ii) each of our executive officers and directors individually; and (iii) all of our executive officers and directors as a group. As of the date of this annual report, we had 114,785,005 ordinary shares issued and outstanding.
Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person.
Except as indicated in the footnotes below, we believe that the persons named in the table below have sole voting and investment power with respect to the ordinary shares indicated in the table as being beneficially owned by them.
|
| Shares Beneficially Owned |
| |||||
Name |
| Number |
|
| Percentage |
| ||
Directors & Executive Officers |
|
|
|
|
|
| ||
Michael Lee |
|
| 6,623,703 |
|
|
| 5.77 | % |
Winfield Ding |
|
| 1,663,834 |
|
|
| 1.45 | % |
Ford Moore |
|
| 2,946,214 |
|
|
| 2.57 | % |
David Milroy |
|
| 1,380,130 |
|
|
| 1.20 | % |
All Directors and Executive Officers as a group (1) |
|
| 12,613,881 |
|
|
| 10.99 | % |
|
|
|
|
|
|
|
|
|
5% or More Beneficial Owner |
|
|
|
|
|
|
|
|
Vago International Limited (2) |
|
| 56,066,020 |
|
|
| 48.84 | % |
First Scion Investments Limited (3) |
|
| 10,656,642 |
|
|
| 9.28 | % |
(1) | The business address for these individuals is 66 West Flagler Street, 9th Floor, Miami, Florida 33130. |
(2) | The business address of Vago International Limited is Flat 6, Block 8, Oak Mansion, 7 Tak Fund Street, Kowloon, Hong Kong SAR. Vago International Limited is wholly owned by Yee W. Chu. |
(3) | The registered office address of First Scion Investments Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. First Scion Investment Limited is wholly owned by Francis Mak. |
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None of our shareholders have voting rights different from the voting rights of other shareholders.
To our knowledge, other than Vago International Limited, we are not owned or controlled, directly or indirectly, by another corporation, by any foreign government or by any other natural or legal persons, severally or jointly. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.
ITEM 7. MAJOR SHARHEOLDERS AND RELATED PARTY TRANSACTION
A. | Major Shareholders |
Please refer to Item 6E. “Share Ownership.”
B. | Related Party Transactions |
Share Incentive Plan
See “Item 6. Directors, Senior Management and Employees - B. Compensation - Share Incentive Plan.”
Transactions with Our Chief Executive Officer and Other Related Parties
Name of Related Party | Nature of Relationship |
Michael Lee | Director and Chief Executive Officer of the Company |
Winfield, Yongbiao Ding | Chief Financial Officer of the Company |
Ford Moore | Director of the Company |
Dave Milroy | Director of the Company |
First Scion Investments Limited | Shareholder (>5% shareholding) |
During the year ended September 30, 2023, Michael Lee provided management services to the Company with the amount of $80,000. Together with the balance due to him carried over from prior years, the total balance due to him as of September 30, 2023 is $138,302.
During the year ended September 30, 2024, Michael Lee provided management services to the Company with the amount of $80,000, paid $44,535 expenses on behalf of the Company, advanced $2,000 to the Company and received $108,554 repayment in cash from the Company. Together with the balance due to him carried over from prior years, the total balance due to him as of September 30, 2024 is $156,283.
During the year ended September 30, 2025, Michael Lee provided management services to the Company with amount of $100,000, paid $51,874. expenses on behalf of the Company and received $153,510. Together with the balance due to him carried over from prior years, the total balance due to him as of September 30, 2025 is $ 154,647.
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On May 24, 2024, the Company issued 300,000 restricted shares to Winfield, Yongbiao Ding, the CFO of the Company, at $0.20 per share pursuant to his rights to exercise options.
On April 1, 2024, the Company issued 500,000 restricted shares to Ford Moore, a director of the Company, at $0.15 per share pursuant to his rights to exercise options. As of September 30, 2024, the total balance due to Ford Moore, carried over from prior years, is $49,000.
On April 1, 2024, the Company issued 300,000 restricted shares to Dave Milroy, a director of the Company, at $0.15 per share pursuant to his rights to exercise options.
As of September 30, 2025, the total balance due to First Scion Investments Limited, carried over from prior years, is $75,722.
Subsequent Transaction with Michael Lee: Acquisition of Asian Subsidiaries
On August 11, 2025, Dagola Hong Kong Limited ("Dagola HK"). a pure holding company with no business operations, was incorporated and temporarily owned by Michael Lee, the Company's Chief Executive Officer and Director, for administrative convenience in expediting the entity formation process. On October 16, 2025, following the Company's redomiciliation to Delaware, ownership of Dagola HK - together with its wholly-owned China subsidiary, Guangzhou Duokanglong Special Medical Nutrition Technology Co., Ltd., was formally transferred from Michael Lee to UMeWorld Inc. (the new Delaware parent entity) for nominal consideration of US$1.
As a result, both Dagola HK and its China wholly-owned subsidiary became wholly-owned subsidiaries of the Company and form the foundation for our Asia-Pacific product sales and distribution. This transfer was completed to align the corporate structure with the Company's new strategic focus on functional nutrition.
Except as disclosed above, there have been no other material transactions, series of similar transactions or currently proposed transactions, to which the Company was or is to be a party, and in which any director or executive officer, or any security holder who is known to the Company to own of record or beneficially more than five percent of the Company’s ordinary shares, or any member of the immediate family of any of the foregoing persons, had a material interest.
C. | Interests of experts and counsel. |
Not applicable.
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ITEM 8. FINANCIAL INFORMATION
A. | Consolidated Financial Statements and Other Financial Information |
The financial statements required by this item may be found at the end of this annual report, beginning on page F-1.
Dividend Policy
We have never declared or paid any dividend on our ordinary shares and we do not anticipate paying any dividends on our ordinary shares in the future. We currently retain all future earnings to finance our operations and to expand our business.
Legal Proceedings
We are currently not a party to, and we are not aware of any threat of, any legal, arbitral or administrative proceedings, which, in the opinion of our management, is likely to have a material and adverse effect on our business, financial condition or results of operations. We may from time to time become a party to various legal, arbitral or administrative proceedings arising in the ordinary course of our business.
B. | Significant Changes |
Except as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our audited consolidated financial statements included in this annual report.
ITEM 9. THE OFFER AND LISTINGS
A. | Offering and Listing Details |
See “C. Markets”
B. | Plan of Distribution |
Not applicable.
C. | Markets |
Our ordinary shares are traded over-the-counter under the symbol “UMEWF” and its quotations are carried by the OTC Market Group.
D. | Selling Shareholders |
Not applicable.
E. | Dilution |
Not applicable.
F. | Expenses of the Issue |
Not applicable.
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ITEM 10. ADDITIONAL INFORMATION
A. | Share Capital |
Not applicable.
B. | Memorandum and Articles of Association |
As of October 2, 2025, we are a Delaware corporation, and our corporate affairs are governed by our Certificate of Incorporation, our Bylaws, and the Delaware General Corporation Law (“DGCL”).
Prior to October 2, 2025, we were a company incorporated under the laws of the British Virgin Islands (“BVI”), and our affairs were governed by our BVI memorandum and articles of association and the BVI Business Companies Act. Upon our continuation and redomiciliation into Delaware, the BVI memorandum and articles were discontinued and replaced with Delaware governing documents.
The summary that follows describes material provisions of our Certificate of Incorporation and Bylaws as currently in effect. Copies of these documents have been filed as exhibits to this annual report.
C. | Material Contracts |
We have not entered into any material contracts other than in the ordinary course of business and other than those described in “Item 4. Information of the Company”, “Item 7. Major Shareholders and Related Party Transaction – B. Related Party Transactions” or elsewhere in this annual report.
D. | Exchange Controls |
United States (Current Jurisdiction)
As a Delaware corporation, we are not subject to any U.S. federal exchange control laws that restrict the payment of dividends or other distributions to non-U.S. holders of our common shares or that limit the holding or voting of securities by non-U.S. investors. Certain restrictions may apply under U.S. sanctions laws administered by OFAC, anti-money laundering regulations, or national-security review processes (e.g., CFIUS), depending on the nature of future transactions.
British Virgin Islands (Historical Period Through October 2, 2025)
Prior to our continuation out of the BVI, there were no exchange control regulations in the British Virgin Islands applicable to us or our shareholders.
E. | Taxation |
U.S. Federal Income Tax Considerations (Current Jurisdiction)
Following our redomiciliation into Delaware on October 2, 2025, we are subject to U.S. federal income tax on our worldwide income. The following is a general summary of certain U.S. federal income tax considerations applicable to the ownership and disposition of our common shares by U.S. holders and non-U.S. holders. This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), applicable Treasury Regulations, administrative rulings, and judicial decisions in effect as of the date of this annual report, all of which are subject to change, possibly with retroactive effect. This summary is not a comprehensive description of all U.S. federal tax considerations that may be relevant to a particular investor and does not address state, local, or non-U.S. tax consequences.
Holders of our common shares should consult their own tax advisers regarding the U.S. federal, state, local, and non-U.S. tax consequences of owning or disposing of our common shares in their particular circumstances.
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U.S. Holders
For purposes of this summary, a “U.S. holder” means a beneficial owner of our common shares that is, for U.S. federal income tax purposes:
(1) an individual who is a citizen or resident of the United States;
(2) a corporation organized under the laws of the United States or any state thereof;
(3) a trust that is subject to U.S. tax on its worldwide income; or
(4) an estate subject to U.S. federal income tax on its worldwide income.
Distributions
Distributions made on our common shares generally will be treated as dividend income to a U.S. holder to the extent paid out of our current or accumulated earnings and profits. Dividends received by individuals may be eligible for reduced tax rates if certain requirements are met. Dividends paid in excess of earnings and profits, if any, will be treated first as a return of capital to the extent of the holder’s tax basis in the shares, and thereafter as capital gain.
Sale or Other Disposition
A U.S. holder generally will recognize capital gain or loss upon the sale or other taxable disposition of our common shares equal to the difference between the amount realized and the holder’s adjusted tax basis in the shares. Capital gain recognized by an individual U.S. holder on shares held for more than one year is eligible for reduced tax rates.
Non-U.S. Holders
A “non-U.S. holder” is a beneficial owner of our common shares that is not a U.S. holder.
Dividends
Dividends paid to a non-U.S. holder on our common shares generally will be subject to U.S. withholding tax at a rate of 30%, or a reduced rate specified by an applicable income tax treaty, provided the non-U.S. holder properly establishes eligibility for treaty benefits.
Sale or Other Disposition
A non-U.S. holder generally will not be subject to U.S. federal income tax on gain realized from the sale or other disposition of our common shares unless:
| 1. | the gain is effectively connected with the conduct of a trade or business in the United States; |
| 2. | the holder is an individual present in the United States for 183 days or more during the taxable year and certain other requirements are met; or |
| 3. | we are or have been a “United States real property holding corporation” (“USRPHC”) at any time during the five-year period preceding the disposition. We do not believe we are, or have been, a USRPHC. |
Information Reporting and Backup Withholding
Certain U.S. federal information-reporting and backup-withholding rules may apply to payments made to U.S. holders and, in some cases, to non-U.S. holders. Backup withholding will not apply if the holder provides appropriate certification or otherwise establishes an exemption. Backup withholding is not an additional tax and may be credited against a holder’s U.S. federal income tax liability.
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British Virgin Islands Taxation (Historical Jurisdiction)
Prior to October 2, 2025, when we continued out of the BVI, we were not subject to income tax, capital gains tax, withholding tax, or similar taxes in the British Virgin Islands. Shareholders who were not residents of the BVI were generally not liable for BVI income tax on dividends or capital gains.
F. | Dividends and Paying Agents |
We have not declared or paid any cash dividends on our shares, and we currently do not have a dividend-paying agent. We may retain future earnings, if any, to support the growth and development of our business and do not anticipate declaring or paying dividends in the foreseeable future. If we elect to pay dividends in the future, we will appoint an appropriate paying agent to facilitate the distribution of such dividends to our shareholders.
G. | Statement by Experts |
Not Applicable
H. | Documents on Display |
We are subject to the periodic reporting and other informational requirements of the Exchange Act. Under the Exchange Act, we are required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F within four months after the end of each fiscal year. Copies of reports and other information, when so filed, may be inspected without charge and may be obtained at prescribed rates at the public reference facilities maintained by the SEC at Judiciary Plaza, 100 F Street, N.E., Washington, D.C. 20549, and at the regional office of the SEC located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. The public may obtain information regarding the Washington, D.C. Public Reference Room by calling the Commission at 1-800-SEC-0330. The SEC also maintains a web site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, and officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.
I. | Subsidiary Information |
For a listing of our subsidiaries, see “Item 4. Information of the Company - C. Organizational Structure.”
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We have not entered into market risk sensitive instruments for any purposes.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
A. | Debt Securities |
Not applicable.
B. | Warrants and Rights |
Not applicable.
C. | Other Securities |
Not applicable.
D. | American Depositary Shares |
Not applicable.
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PART II
ITEM 13. DEFAULT, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITIES HOLDERS AND USE OF PROCEEDS
None.
ITEM 15. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report, as required by Rule 13a-15(b) under the Exchange Act. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2025, and as of the date of this evaluation, due to the material weaknesses in our internal control over financial reporting described below. As a result, our disclosure controls and procedures did not achieve their intended objectives.
Notwithstanding management’s conclusion that our internal control over financial reporting was ineffective as of September 30, 2025, we believe that the consolidated financial statements included in this Annual Report on Form 20-F fairly present, in all material respects, our financial position, results of operations, and cash flows for the periods presented.
| 1. | Maintain accurate records in reasonable detail that fairly reflect transactions and dispositions of assets; |
| 2. | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and that receipts and expenditures are made only with proper authorization; and |
| 3. | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on the financial statements |
Management’s Annual Report on Internal Control over Financial Reporting
With the participation of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2025, based on the criteria established in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management identified the following material weaknesses:
| a. | Insufficient oversight of internal control systems and inadequate consideration of fraud risk and non-compliance with laws and regulations; |
| b. | Lack of sufficient U.S. GAAP expertise required for financial reporting; |
| c. | Failure to align incentives and responsibilities with fulfillment of internal control objectives; |
| d. | Lack of adequate controls over credit approval, initiation, recording, allocation, and cash collection of revenue transactions; |
| e. | Lack of adequate controls over authorization, validation, and payment of cost and expense transactions; |
| f. | Failure to design and implement appropriate manual and automated controls for routine transactions; |
| g. | Insufficient segregation of duties and inadequate competency of control owners in certain areas; |
| h. | Inadequate technology access controls to ensure that only authorized users have appropriate access rights. |
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Because of these material weaknesses, management concluded that our internal control over financial reporting was not effective as of September 30, 2025.
Internal control over financial reporting has inherent limitations, and therefore may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risks that controls may become inadequate because of changes in conditions, or that compliance may deteriorate.
Management’s Remediation Initiatives
To address the material weaknesses identified above and to enhance our internal control environment, management is taking the following remediation steps:
| · | Developing and implementing formal written accounting and financial reporting policies and procedures consistent with U.S. GAAP and SEC reporting requirements; |
| · | Establishing a monthly financial closing process on an accrual basis to ensure timely and accurate recording of transactions, including equity and debt transactions; |
| · | Enhancing the design, documentation, and implementation of transaction-level controls over revenue, expenses, and cash management; |
| · | Strengthening segregation of duties by reallocating responsibilities and utilizing outsourced accounting and finance expertise as necessary; |
| · | Improving access control procedures and strengthening IT control activities. |
Management will continue to evaluate and implement additional remediation measures as necessary to improve the effectiveness of our internal control over financial reporting.
Attestation Report of Independent Registered Public Accounting Firm
This Annual Report on Form 20-F does not include an attestation report from our independent registered public accounting firm regarding internal control over financial reporting because we qualify as a smaller reporting company and non-accelerated filer under applicable SEC rules, and are therefore exempt from this requirement.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the fiscal year ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 16. [RESERVED]
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Not Applicable.
ITEM 16B. CODES OF ETHICS
We have not adopted a formal code of ethics at this time, as our focus has been on our product development and enhancement. We do follow what are considered proper business ethics and labor law in the US, China and Hong Kong ensures that our employees are treated with a minimum standard of care and consideration.
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ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees: For the year ended September 30, 2025, we incurred $11,000 in external audit fees to our principal accountants as compared to approximately $11,000 for the year ended September 30, 2024.
Audit-Related Fees: For the years ended September 30, 2025 and 2024, we incurred no fees for assurance and related services by the principal accountant.
Tax Fees: For the years ended September 30, 2025 and 2024, we incurred NIL tax fees with our principal accountants.
All Other Fees: For the years ended September 30, 2025 and 2024, we incurred NIL in other fees with our principal accountants.
Audit Committee’s Pre-Approval Policies and Procedures: The Company currently does not have a designated Audit Committee, and accordingly, the Company’s Board of Directors policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. The independent auditors and management are required to periodically report to the Company’s Board of Directors regarding the extent of the services to be provided. Pre-approval is generally provided prior to the service commencing.
ITEM 16D. EXEMPTION FROM THE LISTING STANDARDS FOR AUDIT COMMITTEE
Not Applicable.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATD PURCHASERS
None.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not Applicable.
ITEM 16G. CORPORATE GOVERNANCE
Not Applicable.
ITEM 16H. MINE SAFETY DISCLOSURE
Not Applicable.
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable.
ITEM 16J. INSIDER TRADING POLICY
The company does not have a specific Insider Trading Policy in place at the moment, but employees and executives are expected to adhere to legal and regulatory requirements regarding insider trading, including compliance with applicable securities laws. Any person with access to material non-public information about the company must refrain from trading in the company’s securities or sharing that information with others.
ITEM 16K. CYBERSECURITY
The company currently lacks a formalized cybersecurity policy. Implementing a comprehensive cybersecurity framework is recommended to safeguard critical data, mitigate risks, and ensure compliance with industry standards. We plan to develop and implement this framework as soon as financial resources become available.
| 33 |
| Table of Contents |
PART III
ITEM 17. FINANCIAL STATEMENTS
Financial Statements are set forth under Item 18.
ITEM 18. FINANCIAL STATEMENTS
The consolidated financial statements and related notes required by this item are included at the end of this annual report.
ITEM 19. EXHIBITS
The following exhibits are incorporated by reference.
Exhibit No. |
| Description of Document |
| ||
| ||
| ||
| ||
| ||
| ||
| Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| ||
| Certification by Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101.INS |
| Inline XBRL Instance Document |
101.SCH |
| Inline XBRL Taxonomy Extension Schema Document. |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB |
| Inline XBRL Taxonomy Extension Labels Linkbase Document. |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104 |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
* To be filed by amendment.
| 34 |
| Table of Contents |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing its annual report on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| UMeWORLD Inc. |
| |
|
|
|
|
Dated: December 23, 2025 | By: | /s/ Michael M. Lee |
|
|
| Michael M. Lee, President and |
|
|
| Chief Executive Officer |
|
| 35 |
| Table of Contents |
UMEWORLD LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2025, 2024 AND 2023
TABLE OF CONTENTS
| PAGE (S) |
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| F-2 |
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CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2025 AND 2024 |
| F-3 |
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| F-4 |
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| F-5 |
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CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED SEPTEMBER 30, 2025, 2024 AND 2023 |
| F-6 |
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| F-7 |
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| F-1 |
J&S ASSOCIATE PLT 202206000037 (LLP0033395-LCA) & AF002380 (Registered with PCAOB and MIA) B-11-14, Megan Avenue II 12,Jalan Yap Kwan Seng, 50450, Kuala Lumpur, Malaysia | Tel: +603-4813 9469 Email : [email protected] Website : jns-associate.com |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Director and Stockholder of
UMeWorld Limited
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of UMeWorld and its subsidiaries (collectively, the “Company”) as of September 30, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ deficit and cash flows for each of the years in the three-year period ended September 30, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and 2024, and the results of its operations and its cash flows for the years in the three-year period ended September 30, 2025, 2024 and 2023 in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company incurred a net loss of $258,176 during the year and had an accumulated deficit of $31,929,644 and working capital deficiency of $323,911 as at September 30, 2025. These factors create uncertainty as to the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or are required to be communicated to the audit committee and that (1) relate to accounts or disclosure that are material to the financial statement and (2) involved especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ |
|
Certified Public Accountants PCAOB Number: |
|
December 23, 2025
We have served as the Company’s auditor since 2021.
| F-2 |
| Table of Contents |
UMEWORLD LIMITED
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2025 AND 2024
(All amounts in US Dollars, except share and share related data or otherwise noted)
|
| 2025 |
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| 2024 |
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ASSETS |
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CURRENT ASSETS |
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Cash |
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| $ |
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Deposit |
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Prepayment |
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Accounts Receivable |
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Inventory |
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TOTAL CURRENT ASSETS |
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TOTAL ASSETS |
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| $ |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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CURRENT LIABILITIES |
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Accounts payable |
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Due to related parties |
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Accrued liabilities and other payables |
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TOTAL CURRENT LIABILITIES |
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TOTAL LIABILITIES |
| $ |
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| $ |
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Commitments and Contingencies |
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STOCKHOLDERS’ DEFICIT |
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Ordinary shares: $ |
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Authorized: |
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Additional paid-in capital |
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Accumulated other comprehensive income |
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Accumulated deficit |
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Total stockholders’ deficit |
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| ( | ) |
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| ( | ) |
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TOTAL LIABILITES AND STOCKHOLDERS’ DEFICIT |
| $ |
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| $ |
| ||
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
| Table of Contents |
UMEWORLD LIMITED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE YEARS ENDED SEPTEMBER 30, 2025, 2024 AND 2023
(All amounts in US Dollars, except share and share related data or otherwise noted)
|
| 2025 |
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| 2024 |
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| 2023 |
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Revenues |
| $ |
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| $ |
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| $ |
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TOTAL REVENUES |
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Cost of revenues |
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| ( | ) |
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| ( | ) |
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GROSS (LOSS) INCOME |
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OPERATING EXPENSES |
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Selling, general and administrative expenses |
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Inventory Write-off |
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TOTAL OPERATING EXPENSES |
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LOSS FROM OPERATIONS |
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OTHER INCOME (EXPENSE) |
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Other income |
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Interest income |
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Other expense |
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TOTAL OTHER INCOME, NET |
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LOSS FROM OPERATIONS BEFORE INCOME TAXES |
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INCOME TAX EXPENSE OF OPERATIONS |
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NET LOSS |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
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Comprehensive loss: |
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Net loss |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Foreign currency translation (loss) income |
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Total comprehensive loss |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
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Loss per share: |
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Net loss from operations per share of ordinary share - basic and diluted |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Weighted average number of ordinary shares outstanding: |
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Basic and diluted |
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The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
| Table of Contents |
UMEWORLD LIMITED
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE YEARS ENDED SEPTEMBER 30, 2025, 2024 AND 2023
(All amounts in US Dollars, except share and share related data or otherwise noted)
|
| Ordinary Shares |
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| Additional |
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| Accumulated Other |
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| Total |
| ||||||||||
|
| Number of Shares |
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| Amount |
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| Paid in Capital |
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| Comprehensive Income |
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| Accumulated Deficit |
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| Stockholders' Deficit |
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Balance as of September 30, 2022 |
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Stock issued for cash |
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Foreign currency translation adjustment |
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| - |
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Net loss for the year |
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| - |
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| ( | ) |
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Balance as of September 30, 2023 |
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Stock issued for cash |
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Stock issued for Services |
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Net loss for the year |
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| - |
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Balance as of September 30, 2024 |
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Stock issued for cash |
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Net loss for the year |
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| ( | ) |
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| ( | ) | |
Balance as of September 30, 2025 |
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| ( | ) |
|
| ( | ) | |||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
| Table of Contents |
UMEWORLD LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30, 2025, 2024 AND 2023
(All amounts in US Dollars)
|
| 2025 |
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| 2024 |
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| 2023 |
| |||
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation expense |
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Inventory write-off |
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Stock issued for service |
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Changes in assets and liabilities: |
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Accounts receivable |
|
| ( | ) |
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Deposit |
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Prepayment |
|
| ( | ) |
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Inventory |
|
| ( | ) |
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| ( | ) |
|
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Accounts payable |
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| ( | ) |
|
| ( | ) | |
Accrued liabilities and other payables |
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Due to related parties |
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NET CASH USED IN OPERATING ACTIVITIES |
|
| ( | ) |
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| ( | ) |
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| ( | ) |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Proceeds from issuance of common stock |
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Repayments to related parties |
|
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| ( | ) |
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Advances from related parties |
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NET CASH PROVIDED BY FINANCING ACTIVITIES |
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Effect of exchange rate changes on cash and cash equivalents |
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NET INCREASE IN CASH |
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Cash and cash equivalents at beginning of year |
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Cash and cash equivalents at end of year |
| $ |
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| $ |
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| $ |
| |||
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SUPPLEMENTARY DISCLOSURE: |
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Income tax paid |
| $ |
|
| $ |
|
| $ |
| |||
Interest paid |
| $ |
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| $ |
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| $ |
| |||
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
| Table of Contents |
UMEWORLD LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2025, 2024 AND 2023
NOTE 1. NATURE OF BUSINESS AND GOING CONCERN
UMeWorld Limited (the “Company”) is the holding company of a group of entities. The Company was originally incorporated in Delaware as AlphaRx Inc. on August 8, 1997. On January 7, 2013, the Company was re-domiciled and continued as a company registered in the British Virgin Islands (“BVI”), and on March 8, 2013, its name was changed to UMeWorld Limited.
Following its exit from the education sector in 2021, the Company transitioned its primary business focus to functional nutrition and health-and-wellness products through its U.S. subsidiary, Dagola Inc., incorporated on
As of September 30, 2025, the Company’s consolidated subsidiary is as follows:
Name |
| Date of Incorporation |
| Place of Incorporation |
| Percentage of Interest |
| Principal Activities |
| Nature of Company |
Dagola Inc. |
|
|
|
|
|
(Additional subsidiaries incorporated after September 30, 2025, such as Dagola Hong Kong Limited and Guangzhou Duokanglong Special Medical Nutrition Technology Co., Ltd., as well as the Company’s redomiciliation, are described in Note 12 and are not consolidated as of the balance-sheet date.)
Going Concern
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern and realize its assets and discharge its liabilities in the normal course of business.
The Company incurred a net loss of $
Management’s plans to address the going concern uncertainty include:
| · | pursuing new business arrangements and growth opportunities in the functional nutrition and health-and-wellness markets through Dagola; |
| · | expanding distribution channels and product offerings to increase revenues; and |
| · | seeking additional capital funding through promissory notes, private placements, and other financing activities. |
There can be no assurance that these plans will be successful or that additional financing will be available on acceptable terms, or at all. The consolidated financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern.
| F-7 |
| Table of Contents |
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements of the Group have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Basis of Consolidation
The consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. All inter-company transactions and balances have been eliminated upon consolidation.
Use of Estimates
The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management believes that the estimates and assumptions used are reasonable. Significant estimates are primarily related to accrued liabilities and the valuation of inventories. These estimates are reviewed periodically, and adjustments, if any, are recorded in the period in which they become known.
Foreign Currency Translation
Transactions denominated in other than the functional currencies are re-measured into the functional currency of the entity at the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in currencies other than the applicable functional currencies are translated into the functional currency at the prevailing rates of exchange at the balance date. The resulting exchange differences are reported in the statements of operations and comprehensive loss.
| F-8 |
| Table of Contents |
In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”. Under the current rate method all assets and liabilities are translated at the current rate, stockholders’ equity accounts are translated at historical rates and revenues and expenses are translated at average rates for the year. Cumulative net translation adjustments are included as a separate component of stockholders’ deficit.
|
| September 30, 2025 |
|
| September 30, 2024 |
|
| September 30, 2023 |
| |||
Year-end CAD: USD exchange rate |
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Annual average CAD: USD exchange rate |
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Year-end RMB: USD exchange rate |
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Annual average RMB: USD exchange rate |
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Year-end HKD: USD exchange rate |
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Annual average HKD: USD exchange rate |
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| |||
Comprehensive Income
ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying consolidated statements of changes in stockholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.
Earnings or Loss Per Share
The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the year. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus Common stock equivalents (if dilutive) related to stock options and warrants for each year.
The following table presents securities that could potentially dilute basic loss per share in the future. For all periods presented, the potentially dilutive securities were not included in the computation of diluted loss per share because these securities would have been antidilutive for the years ended September 30:
|
| 2025 |
|
| 2024 |
|
| 2023 |
| |||
Stock options |
|
| - |
|
|
| - |
|
|
|
| |
Common stock warrants |
|
| - |
|
|
| - |
|
|
| - |
|
Total |
|
| - |
|
|
| - |
|
|
|
| |
| F-9 |
| Table of Contents |
Cash
Cash and cash equivalents primarily consist of cash and deposits with financial institutions which are unrestricted as to withdrawal and use. Cash equivalents consist of highly liquid investments that are readily convertible to cash generally with original maturities of three months or less when purchased.
As of September 30, 2025 and 2024, the Company had cash in the amount of $
Inventory
The Company’s inventory is stated at the lower of cost or net realizable value, net of reserves and allowances, with cost determined using the average cost method, with average cost approximating current cost. Inventory cost consists of the direct cost of merchandise including freight. The carrying value of the inventory is affected by shrinkage, damages and obsolescence.
Inventory Write-offs
During the year ended September 30, 2025, the Company recorded an inventory write-off totaling $
| · | $ |
| · | $
|
These write-offs were necessary to reduce the affected inventories to their net realizable values and are presented as a separate operating expense line item, “Inventory Write-off ” in the consolidated statements of operations.
No material inventory write-offs were recorded for the years ended September 30, 2024 or 2023.
Income Taxes
The Company adopted the ASC 740 Income tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. The Company accounts for income taxes using the asset and liability method whereby it calculates deferred tax assets or liabilities for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net operating loss carryforwards and credits by applying enacted tax rates applicable to the years in which those temporary differences are expected to be reversed or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. The components of the deferred tax assets and liabilities are individually classified as non-current amounts.
The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statement or tax returns. Deferred income taxes are provided using the liability method. Under the liability method, deferred income taxes are recognized for all significant temporary differences between the tax and financial statement bases of assets and liabilities. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustments to tax expense in the period of enactment. Deferred tax assets may be reduced, if deemed necessary based on a judgmental assessment of available evidence, by a valuation allowance for the amount of any tax benefits which are more likely, based on current circumstances, not expected to be realized.
Related Parties
The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
| F-10 |
| Table of Contents |
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Under ASC 606, revenue is recognized when control of the promised goods transfers to the customer in an amount that reflects the consideration to which the Company expects to be entitled.
The Company applies the following five-step model to all revenue transactions:
| 1. | Identify the contract(s) with a customer |
| 2. | Identify the performance obligations |
| 3. | Determine the transaction price |
| 4. | Allocate the transaction price to the performance obligations |
| 5. | Recognize revenue when or as performance obligations are satisfied |
For sales of consumer products, the Company enters into contracts with customers through sales orders placed via its online sales platforms. The Company has a single performance obligation under these contracts, which is the delivery of goods to the customer. Revenue is recognized at the point in time when control of the goods transfers to the customer, which is generally upon shipment or delivery, depending on the applicable shipping terms.
The Company records revenue on a gross basis because it acts as the principal in the transaction. The Company is the primary obligor, has discretion in establishing prices, controls the product before transfer, and bears inventory and credit risk.
Revenue is presented net of discounts, value-added tax, sales tax, and other applicable charges.
During the years ended September 30, 2025, 2024, and 2023, the Company recognized revenue of $
Stock-Based Compensation
The Company applies ASC 718, Compensation-Stock Compensation, in connection with its share-based compensation. In accordance with ASC 718, all grants of share options and restricted share units are recognized in the consolidated financial statements based on their grant date fair values.
The Company recognizes compensation cost for third party and employee services rendered in exchange for an equity instrument award based on the fair value of the award on the date of grant. The Company uses the Black-Scholes option-pricing model in determining the fair value of options and warrants. In determining the expected volatility, the Company bases this assumption on the historical volatilities of the Company’s common stock over the expected life of the stock acquisition rights.
Commitments and Contingencies
The Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
| F-11 |
| Table of Contents |
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
Fair Value of Financial Instruments
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:
Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. |
Level 2 | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. |
Level 3 | Pricing inputs that are generally unobservable and not corroborated by market data. |
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.
If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, approximate their fair values because of the short maturity of these instruments.
Recent Issued Accounting Pronouncements
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The disclosures requirements included in ASU 2023-07 are required for all public entities, including those with a single reportable segment. ASU 2023-07 is effective for annual periods beginning after December 15, 2024, on a retrospective basis, and early adoption is permitted. The Company is currently evaluating the potential impact of ASU 2023-07 on its consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure of additional income tax information, primarily related to the rate reconciliation and income taxes paid. Annual disclosure requirements will be effective for the fourth quarter of 2025, with early adoption permitted. The Company is currently evaluating the impact of this ASU on our disclosures.
| F-12 |
| Table of Contents |
In March 2024, the FASB issued ASU No. 2024-02, Codification Improvements-Amendments to Remove References to the Concepts Statements (“ASU 2024-02”). The amendments in this Update affect a variety of Topics in the Codification. The amendments apply to all reporting entities within the scope of the affected accounting guidance.
This update contains amendments to the Codification that remove references to various Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. In other instances, the references were used in prior statements to provide guidance in certain topical areas. ASU 2024-02 is effective for public business entities for fiscal years beginning after December 15, 2024. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2025. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the potential impact of the adoption of ASU 2024-02 on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disclosure about specific expense categories included in the income statement. Annual disclosure requirements will be effective for the fourth quarter of 2027, and quarterly disclosure requirements will be effective in the first quarter of 2028, with early adoption permitted. The Company is currently evaluating the impact of this ASU on the disclosures.
In January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarifies the effective date and transition requirements of ASU 2024-03. The Company is assessing the impact of ASU 2025-01 in conjunction with its evaluation of ASU 2024-03.
In February 2025, the FASB issued ASU 2025-02, Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122, which updates certain SEC-related guidance in the Codification. ASU 2025-02 does not introduce new accounting requirements for non-SEC filers. The Company does not expect this update to have a material impact on its financial statements.
In May 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which further clarifies guidance related to the current expected credit loss (CECL) model for trade receivables and contract assets. The Company is currently evaluating the impact of ASU 2025-05; however, based on its preliminary assessment, the Company does not expect a material impact.
The Company’s management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.
NOTE 3. ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND OTHER PAYABLES
Accounts payable, accrued liabilities and other payables are comprised of the following:
|
| September 30, 2025 |
|
| September 30, 2024 |
| ||
Accounts Payable |
| $ |
|
| $ |
| ||
Advances from third parties |
| $ | |
|
| $ | |
|
Accrued Liabilities and Other Payables |
| $ |
|
| $ |
| ||
TOTAL |
| $ |
|
| $ |
| ||
The Accounts Payable balance represents amounts owing primarily to individuals for professional and technical services provided to the Company.
Accrued liabilities and other payables primarily consist of advances from non-related parties and accrued expenses for services received. As of September 30, 2025, the balance included $
| F-13 |
| Table of Contents |
NOTE 4. DUE TO RELATED PARTIES
The amounts due to related parties represent unsecured, non-interest-bearing advances from directors and a significant shareholder of the Company. These amounts are repayable on demand (see Note 9).
Due to Related Parties
|
| September 30, 2025 |
|
| September 30, 2024 |
| ||
Due to directors |
| $ | |
|
| $ | |
|
Due to significant shareholder |
| $ | |
|
| $ | |
|
Total due to related parties |
| $ |
|
| $ |
| ||
The balances as of September 30, 2025 and 2024 primarily comprise amounts due to:
– Michael Lee (Director and CEO)
– Ford Moore (Director)
– First Scion Investments Limited (shareholder holding more than 5%)
Additional details of related party transactions and balances are disclosed in Note 9.
NOTE 5. COMMITMENTS AND CONTINGENCIES
As of September 30, 2025 and 2024, the Company has no material lease obligations, capital commitments, or contingent liabilities that require accrual or material disclosure under ASC 450-20, Commitments.
NOTE 6. ORDINARY SHARES
The Company is authorized to issue up to
The following issuances of restricted ordinary shares occurred during the periods presented:
Issuances Prior to Fiscal 2023
| · | November 22, 2019 – The Company issued |
| · | December 19, 2019 – The Company issued |
| · | April 13, 2020 – The Company issued |
| · | August 27, 2020 and September 16, 2020 – The Company issued a total of |
| · | October 28, 2020 – The Company issued |
| · | February 23, 2021 – The Company issued |
| · | March 29, 2021 – The Company issued |
| · | March 30, 2021 – The Company issued |
| · | April 9, 2021 – The Company issued |
| · | April 12, 2021 – The Company issued |
| · | April 30, 2021 – The Company issued |
| F-14 |
| Table of Contents |
Issuances in Fiscal 2023
| · | April 25, 2023 – The Company issued |
| · | May 19, 2023 – The Company issued |
Issuances in Fiscal 2024
| · | April 1, 2024 – The Company issued |
| · | April 1, 2024 – The Company issued |
| · | April 29, 2024 – The Company issued |
| · | May 24, 2024 – The Company issued 300,000 restricted shares to Winfield, Yongbiao Ding, CFO, at $ |
| · | May 28, 2024 – The Company issued |
Issuances in Fiscal 2025
| · | July 1 and July 8, 2025 - The Company issued an aggregate of |
Shares Outstanding
As of September 30, 2025 and 2024, the Company had
NOTE 7. INCOME TAXES
The Company is subject to taxation in multiple jurisdictions, including the British Virgin Islands ("BVI") until redomiciliation, Hong Kong (historically), the People’s Republic of China ("PRC") (historically), and the United States (currently).
Jurisdiction-Specific Tax Status
Jurisdiction | Status and Rate | Tax Provision for FY 2025, 2024, 2023 |
British Virgin Islands (BVI) | UMeWorld Limited (prior to redomiciliation) was exempt from BVI income tax. | No provision recorded. |
United States | Dagola Inc. (Wyoming subsidiary) is subject to U.S. federal and state income taxes. | No current tax expense recorded due to operating losses. Deferred tax assets are fully offset by a valuation allowance. |
| F-15 |
| Table of Contents |
Deferred Tax Assets and Valuation Allowance
The Company uses the asset and liability method for accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets are reduced by a valuation allowance when, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Due to the Company's history of recurring operating losses and uncertainty regarding the ability to generate future taxable income sufficient to utilize its net operating loss (NOL) carryforwards, a full valuation allowance has been maintained against all deferred tax assets.
Because any deferred tax assets arising from net operating loss carryforwards or other temporary differences have been fully offset by a valuation allowance, no net deferred tax assets are recognized in the Company’s consolidated balance sheets as of September 30, 2025, 2024, and 2023.
In addition, no deferred tax liabilities existed for any of the years presented.
Uncertain Tax Positions
The Company applies the guidance in ASC 740, which governs the recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position.
Management evaluated all tax positions for the years ended September 30, 2025, 2024, and 2023 and concluded that:
| · | No uncertain tax positions existed. |
| · | No interest or penalties were accrued. |
| · | No reserves for uncertain tax positions were required. |
Redomiciliation (Subsequent Event)
The Company redomiciled from the British Virgin Islands (UMeWorld Limited) to the State of Delaware (UMeWorld Inc.) on October 2, 2025, which is subsequent to the balance sheet date of September 30, 2025. This transition affects the Company's status as a U.S. tax resident and its future U.S. federal and state income tax reporting obligations. The tax implications of the redomiciliation are further described in Note 12.
| F-16 |
| Table of Contents |
NOTE 8. SHARE OPTION PLANS
On July 1, 2013, the Company adopted a share option plan titled “The 2013 Share Incentive Plan” (the “2013 Plan”). The 2013 Plan authorized the Company to grant options to purchase up to
The Company historically granted options to directors, officers, employees, and consultants. No new options were granted during the years ended September 30, 2025, 2024, or 2023.
During fiscal 2024, all remaining options outstanding under the 2013 Plan were either exercised or cancelled. No options remained outstanding as of September 30, 2024 or 2025.
Share Option Activity
Activity |
| Number Outstanding |
|
| Exercise Price Range |
|
| Weighted-Average Exercise Price |
| |||
Outstanding as of September 30, 2023 |
|
|
|
| $ |
|
| $ |
| |||
Granted |
|
| — |
|
|
|
|
|
|
| ||
Exercised |
|
| — |
|
|
|
|
|
|
| ||
Forfeited / Cancelled |
|
| — |
|
|
|
|
|
|
| ||
Outstanding as of September 30, 2023 (end of year) |
|
|
|
| $ |
|
| $ |
| |||
Fiscal 2024 Activity |
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
|
| $ |
|
|
|
| |||
Forfeited / Cancelled |
|
|
|
|
|
|
|
|
| |||
Outstanding as of September 30, 2024 and 2025 |
|
|
|
|
|
|
|
|
| |||
Share Options Outstanding and Exercisable
The following table summarizes the options outstanding and exercisable as of September 30, 2025, 2024, and 2023:
Date |
| Range of Exercise Prices |
|
| Number Outstanding |
|
| Weighted-Average Remaining Contractual Life (Years) |
| |||
September 30, 2025 |
|
|
|
|
|
|
|
| — |
| ||
September 30, 2024 |
|
|
|
|
|
|
|
| — |
| ||
September 30, 2023 |
| $ |
|
|
|
|
|
|
| |||
September 30, 2022 |
| $ |
|
|
|
|
|
|
| |||
During fiscal 2024
NOTE 9. RELATED PARTY TRANSACTIONS
The Company has relationships with the following individuals and entities that are considered related parties:
Name of Related Party | Nature of Relationship |
Michael Lee | Director and Chief Executive Officer of the Company |
Winfield, Yongbiao Ding | Chief Financial Officer of the Company |
Ford Moore | Director of the Company |
Dave Milroy | Director of the Company |
First Scion Investments Limited | Shareholder (>5% shareholding) |
The following table summarizes the material transactions with and balances due to related parties for the fiscal years ended September 30, 2025 and 2024:
| F-17 |
| Table of Contents |
Transactions and Balances with Michael Lee (Director and CEO)
Activity |
| Year Ended September 30, 2025 |
|
| Year Ended September 30, 2024 |
| ||
Management Services Provided (Accrued/Expensed) |
| $ |
|
| $ |
| ||
Expenses Paid on Company's Behalf (Advances) |
| $ |
|
| $ |
| ||
Cash Advanced to the Company |
| $ |
|
| $ |
| ||
Repayment in Cash from the Company |
| $ | ( | ) |
| $ | ( | ) |
Net Change During the Year |
| $ |
|
| $ |
| ||
Balance Due to Related Party, Beginning of Year |
| $ |
|
| $ |
| ||
Balance Due to Related Party, End of Year |
| $ |
|
| $ |
| ||
The amounts due to Michael Lee are unsecured, non-interest-bearing, and repayable on demand (see Note 5).
Share-Based Transactions
Related Party |
| Date |
| Transaction |
| Shares Issued |
| Price | |||
Winfield, Yongbiao Ding (CFO) |
|
| Exercise of stock options (Note 8) |
|
|
| $ | ||||
Ford Moore (Director) |
|
| Exercise of stock options (Note 8) |
|
|
| $ | ||||
Dave Milroy (Director) |
|
| Exercise of stock options (Note 8) |
|
|
| $ | ||||
Balances Due to Other Related Parties
Related Party |
| Balance as of September 30, 2025 |
|
| Balance as of September 30, 2024 |
| ||
Ford Moore (Director) |
| $ |
|
| $ |
| ||
First Scion Investments Limited (Shareholder) |
| $ |
|
| $ |
| ||
The prior year balances due to Mr. Moore and First Scion were carried over from previous periods and were also unsecured, non-interest-bearing, and repayable on demand.
| F-18 |
| Table of Contents |
NOTE 10. SEGMENT REPORTING
The Company follows ASC 280, Segment Reporting, in identifying and disclosing reportable operating segments. An operating segment is defined as a component of the business for which discrete financial information is available and regularly reviewed by the Chief Operating Decision Maker (“CODM”) in assessing performance and allocating resources.
Management has determined that the Company operates as one operating and reportable segment, as the Company’s operations primarily consist of the development, marketing, and sale of functional nutrition products under the DAGola brand. The CODM reviews financial information on a consolidated basis, and the Company does not maintain separate financial data for multiple business units.
All of the Company’s revenues for the years ended September 30, 2025, 2024, and 2023 were generated from the sale of consumer products through online channels in the United States. Accordingly, no additional segment disclosures are presented.
NOTE 11. CONCENTRATIONS OF RISK
The Company is exposed to various risks arising from its business operations. The primary risks include foreign currency risk, liquidity risk, product-liability exposure, and concentration risks related to customers and suppliers.
(a) Foreign Currency Exchange Rate Risk
The Company’s operations are primarily conducted in the United States, and substantially all of its transactions are denominated in U.S. dollars. As a result, the Company’s exposure to foreign currency exchange rate risk is limited.
Although the Company has established subsidiaries in Hong Kong and Mainland China, these entities have not commenced commercial operations and have not generated revenue, and the Company has had minimal transactions denominated in foreign currencies during the years ended September 30, 2025 and 2024. Accordingly, foreign currency exchange rate risk is currently considered immaterial.
(b) Liquidity Risk
Liquidity risk refers to the Company’s ability to obtain sufficient funds to meet its obligations as they come due.
The Company has incurred recurring operating losses and continues to depend on:
| · | pursuing new business arrangements and growth opportunities in the functional nutrition and health-and-wellness markets through Dagola; |
| · | expanding distribution channels and product offerings to increase revenues; and |
| · | seeking additional capital funding through promissory notes, private placements, and other financing activities. |
The Company’s ability to continue operations is dependent on generating additional revenue and obtaining external financing as needed.
(c) Product Liability Exposure
The Company recognizes accruals for product-liability claims when such losses are both probable and reasonably estimable. These accruals may include claims related to defective goods, customer returns, or goods lost or damaged in transit.
Historically, the Company has experienced insignificant levels of product returns, claims, or losses. Based on past claims experience and available information:
| · | Management determined that no product-liability accrual was required as of September 30, 2025 or 2024. |
| F-19 |
| Table of Contents |
(d) Concentration of Customers and Vendors
Customer Concentration
The Company sells its products to a large number of individual end customers through both the Amazon Marketplace platform and the Company’s direct-to-consumer website, www.cellugizer.com.
For the years ended September 30, 2025 and 2024, no individual customer accounted for 10% or more of the Company’s total revenue.
Platform / Channel Concentration
For the year ended September 30, 2025, approximately
For the year ended September 30, 2024, the Company’s revenue was similarly generated primarily through the Amazon Marketplace platform.
Amazon functions as a third-party distribution, payment processing, and fulfillment platform and is not considered the Company’s customer for revenue recognition purposes under ASC 606. The Company’s customers are the end purchasers of its products.
Vendor / Supplier Concentration
For the year ended September 30, 2025, three vendors accounted for
For the year ended September 30, 2024, two vendors accounted for
NOTE 12. SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events,” which establishes the standards for accounting for events occurring after the balance sheet date but before the consolidated financial statements are issued, the Company evaluated all events and transactions that occurred after September 30, 2025, through the date the audited consolidated financial statements were available to be issued. Based on this evaluation, management identified the following subsequent events requiring disclosure:
Redomiciliation to Delaware
On October 2, 2025, the Company completed its redomiciliation from the British Virgin Islands to the State of Delaware through a statutory continuation. The redomiciliation is legally effective, and the Company now exists as UMeWorld Inc., a Delaware corporation. As of the date the consolidated financial statements were available to be issued, the related corporate actions remain under review by FINRA solely for purposes of processing the required updates to the Company’s public market information.
Tax Implications of Redomiciliation
The redomiciliation resulted in the Company becoming a U.S. tax resident for U.S. federal and applicable state income tax purposes on a prospective basis beginning October 2, 2025. The redomiciliation did not create a taxable event for the Company or its shareholders under applicable laws, and no deferred tax assets or liabilities were recognized in connection with the transition. Beginning October 2, 2025, the Company will be required to file U.S. corporate income tax returns and comply with U.S. federal and state tax reporting requirements.
Acquisition of Hong Kong and PRC Subsidiaries
On October 16, 2025, the Company acquired Dagola Hong Kong Limited and its wholly owned subsidiary, Guangzhou Duokanglong Special Medical Nutrition Technology Co., Ltd., through an equity transfer. Both entities were newly formed and had no business operations as of the acquisition date. Following the transfer, Dagola Hong Kong Limited and Duokanglong Special Medical Nutrition Technology Co., Ltd. became wholly owned subsidiaries of the Company.
No Other Material Subsequent Events
Management has determined that, other than the matters described above, no other subsequent events occurred that would require adjustment to, or disclosure in, the consolidated financial statements.
| F-20 |