UMEW 20-F/A

UMeWorld Inc. (UMEW)

20-F/A 2022-02-17 For: 2021-09-30

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Added on August 22, 2026

☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the fiscal year ended: September 30, 2021

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934

OR

☐	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934

	Date of event requiring this shell company report

Title of each class		Trading Symbol (s)		Name of each exchange on which registered
Ordinary shares, par value US$0.0001 per share		UMEWF		OTC

Large accelerated filer	☐	Non-accelerated Filer	☒
Accelerated filer	☐	Emerging growth company	☒

PART I

Item 1.	Identity of Directors, Senior Management and Advisers	7
Item 2.	Offer Statistics and Expected Timetable	7
Item 3.	Key Information	7
Item 4.	Information of the Company	23
Item 4A.	Unresolved Staff Comments	34
Item 5.	Operating and Financial Review and Prospects	34
Item 6.	Directors, Senior Management and Employees	41
Item 7.	Major Shareholders and Related Party Transactions	46
Item 8.	Financial Information	47
Item 9.	The Offer and Listings	48
Item 10.	Additional Information	49
Item 11.	Quantitative and Qualitative Disclosure About Market Risk	52
Item 12.	Description of Securities Other Than Equity Securities	52

PART II

Item 13.	Default, Dividend Arrearages and Delinquencies	53
Item 14.	Material Modifications to the Rights of Securities Holders and Use of Proceeds	53
Item 15.	Controls and Procedures	53
Item 16A.	Audit Committee Financial Experts	55
Item 16B.	Code of Ethics	55
Item 16C.	Principal Accountant Fees and Services	55
Item 16D.	Exemptions from the Listing Standards for Audit Committee	55
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	55
Item 16F.	Change in Registrant’s Certifying Accountant	56
Item 16G	Corporate Governance	56
Item 16H.	Mine Safety Disclosure	56

PART III

Item 17.	Financial Statements	57
Item 18.	Financial Statements	57
Item 19.	Exhibits	57

	·	“we”, “us”, “our company”, “our” and “the Company” and similar words refer to UMeWorld Limited, a British Virgin Islands company, and its consolidated subsidiaries and affiliated entities, as appropriate, including its consolidated variable interest entity (“VIE”);

	·	“China” or “PRC” refers to People’s Republic of China, and for the purpose of this annual report, excludes Taiwan, Hong Kong and Macau;

	·	“shares”, or “ordinary shares” refers to our ordinary shares, par value US$0.0001 per share;

	·	“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;

	·	“U.S. GAAP” refers to generally accepted accounting principles in the United States;

	·	“VIE” refers to Guangzhou XinYiXun Network Technology Co. Ltd., a domestic PRC company in which we do not have equity interests but its financial results have been consolidated into our consolidated financial statements in accordance with U.S. GAAP;

	·	“K-12” refers to the year before the first grade through the last year of high school; and

	·	“PRC GAAP” refers to generally accepted accounting principles in the People’s Republic of China.

	·	our anticipated growth strategies;

	·	competition in the K-12 after-school tutoring market;

	·	our future business development, results of operations and financial condition;

	·	expected changes in our revenues and certain cost and expense items;

	·	our ability to increase student enrollments and course fees and expand course offerings;

	·	risks associated with the expansion of our geographic reach;

	·	the expected increase in spending on private education in China; and

	·	PRC laws, regulations and policies relating to private education and providers of after-school tutoring services.

	For the Years Ended September 30,
	2021			2020			2019
Revenues		2,832			4			113
Gross loss		(16,809	)		4			(477	)
Operating expenses		(86,848	)		(134,953	)		(117,177	)
Loss from operations		(103,657	)		(134,949	)		(117,654	)
Other (expenses) income, net		(3,779	)		(14,015	)		14
Net loss		(107,436	)		(148,964	)		(117,640	)

	As of September 30,
	2021			2020			2019
Current assets		36,963			16,890			14,579
Total assets		56,203			16,890			14,579
Current liabilities		262,969			363,316			381,517
Total liabilities		262,969			363,316			381,517
Total shareholders’ deficit		(206,766	)		(346,426	)		(366,938	)

B.	Capitalization and Indebtedness

	Not applicable.

C.	Reasons for the Offer and Use of Proceeds

	Not applicable.

	·	China Mobile discontinues or limits access to its platform by us;

	·	China Mobile terminates or does not renew our Product Co-operation Agreement;

	·	China Mobile modifies its terms of service or other policies, including fees charged to, or other restrictions on, us or other application developers, or China Mobile changes how the personal information of its users is made available to application developers on the “AND” Education Platform or shared by users;

	·	China Mobile establishes more favorable relationships with one or more of our competitors; or

	·	China Mobile develops its own competitive offerings.

	-	growth of the online education market;
	-	the continued growth and maintenance of our user base;
	-	our efforts to sell and market our products through licensees, distributors and other partners;
	-	our ability to establish partnerships and licensing arrangements;
	-	the time and costs involved in obtaining regulatory approvals;
	-	our ability to control our costs and expenses; and
	-	the continued ability to source investments from our investors.

	·	providers of online and offline supplemental instructional materials for the core subject areas of English language, mathematics and Chinese studies for K-12 institutions;

	·	companies that provide K-12-oriented software and web-based educational assessment and remediation products and services to students, educators, parents and educational institutions;

	·	providers of online and offline test preparation materials;

	·	traditional print textbook and workbook companies that publish K-12 core subject educational materials, standardized test preparation materials or paper and pencil assessment tools;

	·	summative assessment companies, which traditionally assess student learning at the end of a class period, that have expanded their line to include products that provide periodic assessment in the classroom to gauge student learning and inform instruction, also known as formative assessment; and

	·	non-profit and membership educational organizations and government agencies that offer online and offline products and services, including in some cases at no cost, to assist individuals in standards mastery and test preparation.

	·	revoke our business and operating licenses;

	·	require us to discontinue or restrict our operations;

	·	limit our business expansion in China by way of entering into contractual arrangements;

	·	restrict our right to collect revenues or impose fines;

	·	block our websites;

	·	require us to restructure our operations in such a way as to compel us to establish a new enterprise, re-apply for the necessary licenses or relocate our businesses, staff and assets;

	·	impose additional conditions or requirements with which we may not be able to comply; or

	·	take other regulatory or enforcement actions against us that could be harmful to our business.

A.	History and Development of the Company

	*Introduction and History*

	·	Clear expectations. Each UMFun session focuses on an academic standard or underlying topic and sets forth a clear goal for the student to master the targeted skill or concept.

	·	High quality, rigorous content. Collaborating with our academic partners, we have access to subject area writer and editor expertise with deep knowledge of K-12 curriculum development. We build content from the ground-up, customized to each set of standards for a particular subject. We utilize a scaffolding approach to content development that begins with skill building and then builds to higher level thinking skills. This “building block” learning approach ensures that students master grade level content and are prepared for state assessments.

	·	Fun and engaging assignments. UMFun sessions are embedded with short games segments and reward student mastery of standards with achievement certificates. These features provide continual positive reinforcement and reward learning to engage students and build student confidence.

	·	Immediate feedback. Students receive immediate feedback and explanations for each question, allowing them to learn and quickly apply new knowledge to subsequent questions and to build skills and conceptual understanding in order to handle more complex content that follows.

	·	Student responsibility for learning. UMFun automatically offers explanations and prescribes remedial or “building block” topics when a student does not master a standard or sub-topic, allowing the student to quickly address any learning weakness. The student can continue with these remediation topics until he or she gradually accelerates back to grade level proficiency, receiving built-in rewards for learning along the way.

	For the Years Ended September 30,
	2021			2020			2019
Net cash used in operating activities		(120,144	)		(65,681	)		(5,861	)
Net cash used in investing activities		(20,687	)		-			-
Net cash provided by financing activities		120,634			66,604			-
Effect of exchange rate changes on cash and cash equivalents		11,127			15,422			(20	)
Net (decrease) increase in cash		(9,070	)		16,345			(5,881	)
Cash and cash equivalents, beginning of the year		16,890			545			6,426
Cash and cash equivalents, end of the year		7,820			16,890			545

	·	providers of online and offline supplemental instructional materials for the core subject areas of reading, mathematics and science for K-12 institutions;

	·	companies that provide K-12-oriented software and online-based educational assessment and remediation products and services to students, educators, parents and educational institutions;

	·	the assessment divisions of established education publishers;

	·	providers of online and offline test preparation materials;

	·	traditional print textbook and workbook companies that publish K-12 core subject educational materials, standardized test preparation materials or paper and pencil assessment tools;

	·	summative assessment companies that have expanded their product lines to include formative assessment and instruction products;

	·	non-profit and membership educational organizations and government agencies that offer online and offline products and services, including in some cases at no cost, to assist individuals in standards mastery and test preparation; and

	·	providers of website hosting for teachers and schools.

	·	the last day of the fiscal year during which we have total annual gross revenues of $1 billion or more;

	·	the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock;

	·	the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; or

	·	the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934 (the “Exchange Act”) (we will qualify as a large accelerated filer as of the first day of the first fiscal year after we have (i) more than $700 million in outstanding common equity held by our non-affiliates and (ii) been public for at least 12 months; the value of our outstanding common equity will be measured each year on the last day of our second fiscal quarter).

	·	exercise effective control over our VIE;

	·	receive substantially all of the economic benefits of our VIE; and

	·	have a call option to purchase all or part of the equity interests in our VIE when and to the extent permitted by PRC law.

Years Ended September 30	2021			2020			2019
	$			$			$
Revenue		2,832			4			113
Cost of revenue		(19,641	)		-			(590	)
Selling, general and administrative expenses		(86,848	)		(134,953	)		(117,177	)
Other income		-			10,765			-
Interest income		31			5			14
Other expense		(3,810	)		(24,785	)		-
Income tax expense		-			-			-
Net loss		(107,436	)		(148,964	)		(117,640	)

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 observable inputs and not corroborated by market data.

Name	Age	Position	Term
Michael M. Lee	58	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	69	Independent Director	Since 4/15/2003
Dr. Ford Moore	69	Independent Director	Since 4/15/2003

(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 2021, 2020 and 2019 fiscal years and payable at such times as determined by the Company.

	·	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.

	Shares Beneficially Owned
Name	Number		Percentage
Directors & Executive Officers
Michael Lee ⁽¹⁾		10,623,703		9.70	%
Winfield Ding ⁽²⁾		1,719,326		1.57	%
Ford Moore ⁽³⁾		3,446,214		3.15	%
David Milroy ⁽⁴⁾		2,080,130		1.90	%
All Directors and Executive Officers as a group ⁽⁵⁾		17,869,373		16.31	%

5% or More Beneficial Owner
Vago International Limited ⁽⁶⁾		56,066,020		51.18	%
Yan Zeng ⁽⁷⁾		5,500,000		5.02	%
Ruby Hui⁽⁸⁾		6,982,358		6.37	%
First Scion Investments Limited ⁽⁹⁾		10,656,642		9.73	%

	⁽¹⁾	Includes 6,623,703 ordinary shares and vested options to purchase 4,000,000 ordinary shares.
	⁽²⁾	Includes 1,419,326 ordinary shares and vested options to purchase 300,000 ordinary shares.
	⁽³⁾	Includes 2,446,214 ordinary shares and vested options to purchase 1,000,000 ordinary shares.
	⁽⁴⁾	Includes 1,080,130 ordinary shares and vested options to purchase 1,000,000 ordinary shares.
	⁽⁵⁾	The business address for these individuals is Unit B, 12/F, Hang Seng Causeway Bay Building, 28 Yee Wo Street, Causeway Bay, Hong Kong SAR.
	⁽⁶⁾	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.
	₍₇₎	The business address for Yan Zeng is Suite 601, Haizhu Science and Technology Building, 2429 Xingang East Road, Haizhu District, Guangzhou, China
	⁽⁸⁾	Includes 3,982,358 ordinary shares and vested options to purchase 3,000,000 ordinary shares. The business address for Ruby Hui is 2601B, Parkway Court, 4 Park Road, Mid-levels, Hong Kong SAR.
	⁽⁹⁾	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.

		High $	Low $
Fourth Quarter	(Ended September 30, 2021)	0.40	0.11
Third Quarter	(Ended June 30, 2021)	0.28	0.28
Second Quarter	(Ended March 31, 2021)	0.20	0.20
First Quarter	(Ended December 31, 2020)	0.17	0.17
Fourth Quarter	(Ended September 30, 2020)	0.09	0.09
Third Quarter	(Ended June 30, 2020)	0.09	0.09
Second Quarter	(Ended March 31, 2020)	0.15	0.065
First Quarter	(Ended December 31, 2019)	0.10	0.055

	1)	the Chinese Controlled Enterprise’s major management department and personnel who are responsible for carrying out daily operations are located in the PRC;
	2)	the department or the personnel who have the right to decide or approve the Chinese Controlled Enterprise’s financial and human resource matters are located in the PRC;
	3)	the major assets, account book, company seal and meeting minutes of the Chinese Controlled Enterprise are located or stored in the PRC; and
	4)	the directors or management personnel holding no less than 50% voting rights of the Chinese Controlled Enterprise habitually reside in the PRC.

	a.	Failure to provide oversight for the system of internal control and failure to effectively consider the potential for fraud and non-compliance with laws and regulations in assessing risks to the achievement of objectives;

	b.	Lack of sufficient requisite skills for the financial reporting under U.S. GAAP;

	c.	Failure to align incentives and rewards with the fulfillment of internal control responsibilities in the achievement of objectives;

	d.	Lack of sufficient controls designed and implemented for the credit approval, initiation, recording, allocation and cash collection with respect to revenue transactions;

	e.	Lack of sufficient controls designed and implemented for authorization, validation and payment with respect to cost or expense transactions;

	f.	Failure to evaluate and implement a mix of control activities, considering both manual and automated controls for other routine transactions;

	g.	Lack of sufficient segregation of duties and appropriate skill or competence of control owners at certain control activity level; and

	h.	Failure to develop control activities to restrict technology access right to authorized users commensurate their job responsibilities;

Exhibit No.		Description of Document
3(i)(a)		Memorandum of Association and Articles of Association of AlphaRx, Inc., a BVI Corporation (incorporated by reference to the Form 8-K filed on April 15, 2013).
3(i)(b)		Certificate of Name Change to UMeWorld Limited (incorporated by reference to the Form 8-K filed on April 15, 2013).
3(i)(c)		Amended Memorandum and Articles of Association of UMeWorld Limited (incorporated by reference to the Form 6-K filed on May 24, 2013).
3(i)(d)		Certificate of Name Change to UMeWorld Limited (incorporated by reference to the Form 6-K filed on May 25, 2013).
10.1		2013 Share Incentive Plan adopted July 1, 2013 (incorporated by reference to the Form 6-K filed on August 19, 2013)
10.2		2013 Incentive Bonus Plan adopted July 1, 2013 (incorporated by reference to the Form 6-K filed on August 19, 2013)
12.1		Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2		Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1		Certification by Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2		Certification by Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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).

	UMEWORLD LIMITED

DATED: February 17, 2022	By:	/s/ Michael M. Lee
		Michael M. Lee, President and
		Chief Executive Officer

		PAGE (S)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F-2

CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2021 AND 2020		F-3

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE YEARS ENDED SEPTEMBER 30, 2021, 2020 AND 2019		F-4

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT FOR THE YEARS ENDED SEPTEMBER 30, 2021, 2020 AND 2019		F-5

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED SEPTEMBER 30, 2021, 2020 AND 2019		F-6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS		F-7

	2021			2020
ASSETS
CURRENT ASSETS
Cash	$	7,820		$	16,890
Deposit		2,494			-
Prepayment		26,649			-
TOTAL CURRENT ASSETS		36,963			16,890
NON-CURRENT ASSETS
Property and equipment, net		19,240			-
TOTAL NON-CURRENT ASSETS		19,240			-
TOTAL ASSETS	$	56,203		$	16,890

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable		23,365			22,200
Due to related parties		27,955			112,151
Accrued liabilities and other payables		211,649			228,965
TOTAL CURRENT LIABILITIES		262,969			363,316
TOTAL LIABILITIES	$	262,969		$	363,316

Commitments and Contingencies

STOCKHOLDERS’ DEFICIT
Ordinary shares: $ 0.0001par value;
Authorized: 250,000,000shares; Issued and outstanding: 109,545,271 and 107,005,276 shares as of September 30, 2021 and 2020, respectively		10,955			10,701
Additional paid-in capital		30,657,209			30,408,663
Accumulated other comprehensive income		118,047			119,751
Accumulated deficit		(30,992,977	)		(30,885,541	)
Total stockholders' deficit		(206,766	)		(346,426	)

TOTAL LIABILITES AND STOCKHOLDERS’ DEFICIT	$	56,203		$	16,890

	Ordinary shares
					Additional		Accumulated Other						Total
	Number of Shares		Amount		Paid in Capital		Comprehensive Income			Accumulated Deficit			Stockholders’ Deficit

Balance as of September 30, 2018		104,524,189	$	10,453	$	30,264,550	$	94,587		$	(30,618,937	)	$	(249,347	)
Foreign currency translation		-		-		-		49			-			49
Net loss for the year		-		-		-		-			(117,640	)		(117,640	)
Balance as of September 30, 2019		104,524,189	$	10,453	$	30,264,550	$	94,636		$	(30,736,577	)	$	(366,938	)
Stock issued for cash		2,481,087		248		144,113		-			-			144,361
Foreign currency translation		-		-		-		25,115			-			25,115
Net loss for the year		-		-		-		-			(148,964	)		(148,964	)
Balance as of September 30, 2020		107,005,276	$	10,701	$	30,408,663	$	119,751		$	(30,885,541	)	$	(346,426	)
Stock issued for cash		2,539,995		254		248,546		-			-			248,800
Foreign currency translation		-		-		-		(1,704	)		-			(1,704	)
Net loss for the year		-		-		-		-			(107,436	)		(107,436	)
Balance as of September 30, 2021		109,545,271		10,955	$	30,657,209		118,047		$	(30,992,977	)	$	(206,766	)

Name	Date of Incorporation	Place of Incorporation	Percentage of Interest	Principal Activities	Nature of company
Guangzhou YouManFen Information Technology Co., Limited (formerly known as Guangzhou YouManFen Education Technology Co., Limited)	May 8, 2021	China	Contractual arrangements	Private tutoring	Subsidiary of VIE
UMeLook Limited	February 23, 2012	Hong Kong	100%	Holding company of WFOE	Subsidiary
UMeZone Adaptive Learning Technology Limited	September 7, 2012	Hong Kong	100%	Dormant	Subsidiary
UMeLook (Guangzhou) Information Technology Co. Ltd. (WFOE)	October 29, 2012	China	100%	Holding company	Subsidiary
YouYiXue (Guangzhou) Information Technology Co. Ltd.	April 23, 2013	China	100%	Dormant	Subsidiary
Guangzhou XinYiXun Network Technology Co. Ltd.	July 9, 2012	China	Contractual arrangements	Online education	VIE

	September 30, 2021		September 30, 2020
Assets
Cash	$	2,961	$	5,767
Prepayment and other assets		29,143		-
Property and equipment, net		19,240		-
Total assets of VIEs	$	51,344	$	5,767
Liabilities
Accrued liabilities and other payable	$	447,869	$	362,836
Due to VIE holding companies		19,316		18,646
Due to related parties		2,232,617		2,237,667
Total liabilities of VIEs	$	2,699,802	$	2,619,149