UMEWF UMeWorld Ltd (PK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month February 2015

Commission File Number 000-030813

31/F, Tower One, Times Square

1 Matheson Street, Causeway Bay

Hong Kong, China

(Address of principal executive offices)

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

Form 20-F x Form 40-F ¨

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

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

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

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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EXHIBIT 99.1

UMEWORLD LIMITED 

INTERIM CONSOLIDATED BALANCE SHEETS 

AS AT DECEMBER 31, 2014 AND SEPTEMBER 30, 2014 

(Unaudited) 

(All amounts in US Dollars)

UMEWORLD LIMITED 

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS 

FOR THE THREE MONTHS ENDED DECEMBER 31, 2014 AND 2013 

(UNAUDITED) 

(All amounts in US Dollars)

UMEWORLD LIMITED 

INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIENCY 

AS OF DECEMBER 31, 2014 AND SEPTEMBER 30, 2014 

(UNAUDITED) 

(All amounts in US Dollars)

UMEWORLD LIMITED 

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS 

FOR THE THREE MONTHS ENDED DECEMBER 31, 2014 AND 2013 

(UNAUDITED) 

(All amounts in US Dollars)

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EXHIBIT 99.2

FIRST QUARTER 2015 FINANCIAL RESULTS

General

UMeWorld (the “Company”) is an internet technology company with a focus on the education market in China. UMeWorld was incorporated in August 8, 1997 in Delaware under its prior name AlphaRx Inc. The Company was redomiciled to BVI and continued as a BVI registered company in January 7, 2013. On March 8, 2013, AlphaRx Inc. changed its name to UMeWorld Limited. 

Overview of Results of Operations

Revenues

Total revenues for the three-month period ended December 31, 2014 were $0 as compared to $0 generated for the same period a year ago. The Company has not yet generated any revenue from its digital platforms.

General and Administrative Expenses

General and Administrative expenses consist primarily of personnel costs related to general management functions, finance, office overheads, as well as insurance costs and professional fees related to legal, audit and tax matters.  General and Administrative expenses were $163,672 for the three months period ended December 31, 2014 as compared to $218,155 incurred for the same period a year ago, a decrease of $54,483.

Net Gain/(Loss) from Operations

The Company incurred a net loss of $212,937 for the three month period ended December 31, 2014 as compared to a net gain of $228,222 incurred for the same period a year ago.

Interest Expense

Interest expense for the three months ended December 31, 2014 was $28,144 as compared to interest expense of $22,387 generated during the same period a year ago.

Liquidity and capital resources

As at December 31, 2014 the Company had a working capital deficiency of $208,581 as compared to a working capital of $480,655 as at December 31, 2013.

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

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

We expect to continue to spend capital on:

The inability to raise capital would have a material adverse effect on the Company.

Internal control over financial reporting

During the three-month period ended December 31, 2014, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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