Cover
Cover | 12 Months Ended |
Sep. 30, 2019shares | |
Cover [Abstract] | |
Entity Registrant Name | UMeWorld Ltd |
Entity Central Index Key | 0001114936 |
Document Type | 20-F |
Amendment Flag | false |
Entity Voluntary Filers | No |
Current Fiscal Year End Date | --09-30 |
Entity Well Known Seasoned Issuer | No |
Entity Shell Company | false |
Entity Emerging Growth Company | true |
Entity Current Reporting Status | No |
Document Period End Date | Sep. 30, 2019 |
Entity Filer Category | Non-accelerated Filer |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2019 |
Entity Ex Transition Period | false |
Entity Common Stock Shares Outstanding | 104,524,189 |
Document Annual Report | true |
Document Transition Report | false |
Entity Interactive Data Current | No |
Document Shell Company Report | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2019 | Sep. 30, 2018 |
CURRENT ASSETS | ||
Cash | $ 545 | $ 6,426 |
Deposit | 14,034 | 14,585 |
Prepayment | 0 | 1,324 |
TOTAL CURRENT ASSETS | 14,579 | 22,335 |
NON-CURRENT ASSETS | ||
Property and equipment, net | 0 | 114 |
TOTAL NON-CURRENT ASSETS | 0 | 114 |
TOTAL ASSETS | 14,579 | 22,449 |
CURRENT LIABILITIES | ||
Accounts payable | 24,725 | 22,100 |
Due to related parties | 138,412 | 61,776 |
Accrued liabilities and other payables | 218,380 | 187,920 |
TOTAL CURRENT LIABILITIES | 381,517 | 271,796 |
TOTAL LIABILITIES | 381,517 | 271,796 |
STOCKHOLDERS' DEFICIT | ||
Ordinary shares: $ 0.0001 par value;Authorized: 250,000,000 shares; 104,524,189 shares issued and outstanding as of September 30, 2019 and 2018 | 10,453 | 10,453 |
Additional paid-in capital | 30,264,550 | 30,264,550 |
Accumulated deficit | (30,736,577) | (30,618,937) |
Accumulated other comprehensive income | 94,636 | 94,587 |
Total UMeWorld Limited stockholders' deficit | (366,938) | (249,347) |
Noncontrolling interest | 0 | 0 |
TOTAL STOCKHOLDERS' DEFICIT | (366,938) | (249,347) |
TOTAL LIABILITES AND STOCKHOLDERS' DEFICIT | $ 14,579 | $ 22,449 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2019 | Sep. 30, 2018 |
STOCKHOLDERS' DEFICIT | ||
Ordinary Stock, Par Value Per Share | $ 0.0001 | $ 0.0001 |
Ordinary Stock, Shares Authorized | 250,000,000 | 250,000,000 |
Ordinary Stock, Shares, Issued | 104,524,189 | 104,524,189 |
Ordinary Stock, Shares, Outstanding | 104,524,189 | 104,524,189 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | |||
Revenues | $ 113 | $ 758 | $ 7,927 |
TOTAL REVENUES | 113 | 758 | 7,927 |
Cost of revenues | (590) | (67,778) | (24,587) |
GROSS LOSS | (477) | (67,020) | (16,660) |
OPERATING EXPENSES | |||
Selling, general and administrative expenses | 117,177 | 388,066 | 902,166 |
TOTAL OPERATING EXPENSES | 117,177 | 388,066 | 902,166 |
LOSS FROM OPERATIONS | (177,654) | (455,086) | (918,826) |
OTHER INCOME (EXPENSES) | |||
Other income | 0 | 60,035 | 0 |
Gain on dissolution of subsidiaries | 0 | 223,953 | 0 |
Interest income | 14 | 32 | 29 |
Other expense | 0 | (8,500) | 0 |
Interest expense | 0 | (665,875) | (389,480) |
TOTAL OTHER INCOME (EXPENSES) | 14 | (390,355) | (389,451) |
LOSS BEFORE INCOME TAXES AND NONCONTROLLING INTEREST | (117,640) | (845,441) | (1,308,277) |
INCOME TAX EXPENSE | 0 | 0 | 0 |
NET LOSS | (117,640) | (845,441) | (1,308,277) |
Net income attributable to noncontrolling interests | 15,573 | ||
Net loss attributable to UMeWorld Limited stockholders | (117,640) | (845,441) | (1,323,850) |
Comprehensive loss | |||
Net loss | (117,640) | (845,441) | (1,308,277) |
Foreign currency translation income (loss) | 49 | 682 | (61,572) |
Total comprehensive loss | (117,591) | (844,759) | (1,369,849) |
Less: comprehensive income attributable to noncontrolling Interests | 2,011 | ||
Comprehensive loss attributable to UMeWorld Limited stockholders | $ (117,591) | $ (844,759) | $ (1,367,838) |
Net loss per share attributable to UMeWorld Limited stockholders | |||
Basic and Diluted Per share | $ 0 | $ (0.01) | $ (0.02) |
Weighted average number of common shares outstanding | |||
Basic and diluted | $ 104,524,189 | $ 90,196,259 | $ 89,375,475 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY - USD ($) | Total | Total UMeWorld Limited Stockholders' Deficit | Ordinary Shares | Additional Paid-In Capital | Accumulated other comprehensive Income | Accumulated Deficit | Noncontrolling Interest |
Balance, shares at Sep. 30, 2016 | 89,336,000 | ||||||
Balance, amount at Sep. 30, 2016 | $ (2,853,311) | $ (3,072,202) | $ 8,934 | $ 25,215,044 | $ 153,466 | $ (28,449,646) | $ 218,891 |
Warrants issued with debt | 138,631 | 138,631 | $ 0 | 138,631 | 0 | 0 | 0 |
Stock issued for cash, shares | 168,000 | ||||||
Stock issued for cash, amount | 50,400 | 50,400 | $ 17 | 50,383 | 0 | 0 | 0 |
Foreign currency translation | (61,572) | (59,561) | 0 | 0 | (59,561) | 0 | (2,011) |
Net loss for the year | (1,308,277) | (1,323,850) | $ 0 | 0 | 0 | (1,323,850) | 15,573 |
Forgiveness of liability | 0 | ||||||
Balance, shares at Sep. 30, 2017 | 89,504,000 | ||||||
Balance, amount at Sep. 30, 2017 | (4,034,129) | (4,266,582) | $ 8,951 | 25,404,058 | 93,905 | (29,773,496) | 232,453 |
Warrants issued with debt | 159,237 | 159,237 | $ 0 | 159,237 | 0 | 0 | 0 |
Stock issued for cash, shares | 1,200,000 | ||||||
Stock issued for cash, amount | 150,010 | 150,010 | $ 120 | 149,890 | 0 | 0 | 0 |
Foreign currency translation | 682 | 682 | 0 | 0 | 682 | 0 | 0 |
Net loss for the year | (845,441) | (845,441) | $ 0 | 0 | 0 | (845,441) | 0 |
Forgiveness of liability | 382,080 | 382,080 | 382,080 | 0 | 0 | 0 | |
Stock issued for services, shares | 122,337 | ||||||
Stock issued for services, amount | 14,680 | 14,680 | $ 12 | 14,668 | 0 | 0 | |
Stock issued for debt conversion(8), shares | 13,697,852 | ||||||
Stock issued for debt conversion(8), amount | 4,109,355 | 4,109,355 | $ 1,370 | 4,107,985 | 0 | 0 | 0 |
Dissolution of subsidiaries | (185,821) | 46,632 | $ 0 | 46,632 | 0 | 0 | (232,453) |
Balance, shares at Sep. 30, 2018 | 104,524,189 | ||||||
Balance, amount at Sep. 30, 2018 | (249,347) | (249,347) | $ 10,453 | 30,264,550 | 94,587 | (30,618,937) | 0 |
Foreign currency translation | 49 | 49 | 0 | 0 | 49 | ||
Net loss for the year | (117,640) | (117,640) | $ 0 | 0 | 0 | (117,640) | 0 |
Forgiveness of liability | 0 | ||||||
Balance, shares at Sep. 30, 2019 | 104,524,189 | ||||||
Balance, amount at Sep. 30, 2019 | $ (366,938) | $ (366,938) | $ 10,453 | $ 30,264,550 | $ 94,636 | $ (30,736,577) | $ 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | $ (117,640) | $ (845,441) | $ (1,308,277) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation expense | 113 | 4,846 | 7,025 |
Stock issued for service | 0 | 14,680 | 0 |
Amortization of debt discount | 0 | 421,169 | 186,280 |
Changes in assets and liabilities: | |||
Deposit | 551 | (14,321) | 8,750 |
Prepayment | 1,324 | 17,019 | 9,129 |
Accounts payable | 2,625 | 31,001 | 69,901 |
Accrued liabilities and other payables | 30,463 | 132,932 | 399,902 |
Due to related parties | 76,703 | 0 | 120,000 |
NET CASH USED IN OPERATING ACTIVITIES | (5,861) | (238,115) | (507,290) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from issuance of common stock | 0 | 150,010 | 50,400 |
Proceeds from note payables | 0 | 288,976 | 149,707 |
Proceeds from note payables - Related Parties | 0 | 35,000 | 101,126 |
Repayments to related parties | 0 | (40,825) | (227,867) |
Proceeds from related parties | 0 | 0 | 407,984 |
Dissolution of subsidiaries | 0 | (185,822) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 0 | 247,339 | 481,350 |
Effect of exchange rate changes on cash and cash equivalents | (20) | (11,264) | (11,896) |
NET DECREASE IN CASH | (5,881) | (2,040) | (37,836) |
Cash and cash equivalents at beginning of year | 6,426 | 8,466 | 46,302 |
Cash and cash equivalents at end of year | 545 | 6,426 | 8,466 |
NON-CASH INVESTING AND FINANCING TRANSACTIONS | |||
Expenses paid by related parties | 0 | 18,626 | 30,571 |
Services provided by related parties | 0 | 66,000 | 0 |
Discount due to debt issued with warrants | 0 | 159,237 | 138,631 |
Issuance of stock for loans and salary | 0 | 4,109,355 | 0 |
Forgiveness of liability | 0 | 382,080 | 0 |
SUPPLEMENTARY DISCLOSURE: | |||
Income tax paid | 0 | 0 | 0 |
Interest paid | $ 0 | $ 0 | $ 0 |
NATURE OF BUSINESS AND GOING CO
NATURE OF BUSINESS AND GOING CONCERN | 12 Months Ended |
Sep. 30, 2019 | |
NATURE OF BUSINESS AND GOING CONCERN | |
NOTE 1. NATURE OF BUSINESS AND GOING CONCERN | UMeWorld Limited (the “Company”), the holding company for a group of companies, was originally incorporated as AlphaRx Inc. (“AlphaRx”) under the laws of the State of Delaware on August 8, 1997. The Company was re-domiciled to British Virgin Islands (BVI) and continued as a BVI registered company on January 7, 2013. On March 8, 2013, AlphaRx changed its name to UMeWorld Limited. AlphaRx Inc. was a pharmaceutical company specializing in the formulation of therapeutic products using proprietary drug delivery technologies. On November 4, 2011, the Company ceased all operations of its drug development business and adopted a new corporate development strategy that changed the business operation of the Company to digital media and digital education. The Company does not own any material assets and conducts limited operations. The Company, its subsidiaries, its consolidated subsidiaries and variable interest entity (“VIE”) are collectively referred to as the (“Group”). As of September 30, 2019, details of the Company’s subsidiaries and VIE are as follows: Name Date of Incorporation Place of Incorporation Percentage of Interest Principal Activities Nature of company UMeLook Holdings Limited February 14, 2012 British Virgin Islands 100% Holding company Subsidiary UMeZone Holdings Limited August 27, 2012 British Virgin Islands 100% Dormant Subsidiary AlphaRx Canada Limited September 25, 1997 Canada 100% Dormant Subsidiary 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 UMeLook Holdings Limited (“UMeLook BVI”) and UMeLook Limited (“UMeLook HK”), the Company’s 100% owned subsidiaries, were incorporated in the BVI and Hong Kong on February 14, 2012 and February 23, 2012 respectively. UMeLook HK holds all of the outstanding equity interest in UMeLook (Guangzhou) Technology Co., Ltd., a company established on October 29, 2012 in the People’s Republic of China (“PRC”) as a wholly foreign owned enterprise (“WFOE”). Other than the equity interest in WFOE, UMeLook HK does not own any material assets or liabilities except for notes payable as disclosed below. Guangzhou XinYiXun Technology Co., Ltd (“XinYiXun”) was incorporated on July 9, 2012 as a domestic Chinese corporation. XinYiXun was owned by Mr. Yilun Liang (“YL”) (10%) and Guangzhou Zhongda No. 3 Venture Investment Co., Ltd. (“Zhongda No. 3”) (90%). XinYiXun operates UMFun.com, an online learning and assessment platform used by teachers, students and parents in China’s K-12 education system. The Company does not conduct any substantive operations of its own, rather, it conducts its primary business operations through WFOE, which in turn, conducts its business through XinYiXun. Effective control over XinYiXun was transferred to the Company through the series of contractual arrangements without transferring legal ownership in XinYiXun (“reorganization”). As a result of these contractual arrangements, the Company maintained the ability to approve decisions made by XinYiXun and was entitled to substantially all of the economic benefits of XinYiXun. Under the laws and regulations of the PRC, foreign persons and foreign companies are restricted from investing directly in certain businesses within the PRC. Online education businesses are subject to these restrictions on foreign investment. In order to comply with these laws and regulations, on March 29, 2013, XinYiXun and its shareholders, YL and Zhongda No. 3, entered into an Exclusive Management Service Agreement and Proxy Agreement with WFOE, which provides that WFOE will be entitled to the full guarantee for the performance of such contracts, agreements or transactions entered into by XinYiXun. WFOE is also entitled to receive the residual return of XinYiXun. As a result of the agreement, WFOE will absorb 100% of the expected losses and gains of XinYiXun. The followings are brief descriptions of contracts entered between WFOE, XinYiXun and its shareholders: (1) Exclusive Management Service Agreement. Pursuant to the Exclusive Management Services Agreement, WFOE have the exclusive right to provide comprehensive technical and business support services to XinYiXun. Such services include conducting market research, offering strategic business advice and providing information technology services, advice on mergers and acquisitions, human resources management services, intellectual property licensing services, support for teaching activities and other services that the parties may mutually agree. Without the prior consent WFOE, XinYiXun may not accept such services from any third party. In addition, XinYiXun is entitled to pay a service fee to the WFOE, the amount of which is equal to its total revenue less any necessary costs, taxes and expenses. (2) Proxy Agreement. In order to ensure that WFOE are able to make all of the decisions concerning XinYiXun, WFOE have entered into a proxy agreement with the shareholders of XinYiXun. Pursuant to the proxy agreement, each of its shareholders has irrevocably appointed WFOE as such shareholder’s attorney-in-fact to act for all matters pertaining to such shareholder’s shares in XinYiXun and to exercise all of their rights as shareholders, including but not limited to attending and voting at shareholders’ meetings. As such, WFOE have the sole rights to designate and appoint directors and senior management members of XinYiXun. (3) Equity pledge agreement. In order to secure the performance of XinYiXun and its shareholders under the contractual arrangements, each shareholder of XinYiXun has undertaken to pledge all of their shares in XinYiXun to WFOE. If XinYiXun or any of its shareholders breaches or defaults under any of the contractual arrangements, WFOE have the right to require the transfer of the pledged equity interests in XinYiXun to WFOE or its designee, to the extent permitted by laws, or require a sale of the pledged equity interest and have priority in any proceeds from the auction or sale of such pledged interests. (4) Exclusive Technology Consultation and Services Agreement. Pursuant to the Exclusive Technology and Services Agreement, we have the exclusive right to provide technical services to XinYiXun. In exchange, XinYiXun pays a service fee to WFOE that is based on the financial performance of XinYiXun. WFOE will exclusively own any intellectual property arising from the performance of this agreement. (5) Call option agreement. In order to ensure that we are able to acquire all of the equity interests in XinYiXun at our discretion, we have entered into a call option agreement with the shareholders of XinYiXun. The option is exercisable by WFOE at any time, provided that doing so is not prohibited by law. The exercise price under the option will be determined based on the evaluation made by the assets evaluation body designated by WFOE. During the terms of the call option agreement, the shareholders will not grant a similar right or transfer any of the equity interests in XinYiXun to any party other than us or our designee, nor will such shareholder pledge, create or permit any security interest or similar encumbrance to be created on any of the equity interests. Upon executing the above agreements, XinYiXun is considered a VIE and WFOE is the primary beneficiary. Accordingly, XinYiXun is consolidated into WFOE under the guidance of FASB Accounting Standards Codification (“ASC”) 810, Consolidation. Except as the disclosed above, there are no arrangements that could require the Company to provide financial support to XinYiXun, including events or circumstances that could expose the Company to a loss. As stated in the disclosure of various agreements between the Company and XinYiXun, the Company has rights to acquire any portion of the equity interests of XinYiXun. Also, the Company may allocate its available funds to XinYiXun for business purposes. There are no fixed terms of such arrangements. Although the structure the Company has adopted is consistent with longstanding industry practice, and is commonly adopted by comparable companies in China, the PRC government may not agree that these arrangements comply with PRC licensing, registration or other regulatory requirements, with existing policies or with requirements or policies that may be adopted in the future. There are uncertainties regarding the interpretation and application of PRC laws and regulations including those that govern the Company’s contractual arrangements, which could limit the Company’s ability to enforce these contractual arrangements. If the Company or any of its variable interest entities are found to be in violation of any existing or future PRC laws, rules or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures, including levying fines, revoking business and other licenses of the Company’s variable interest entities, requiring the Company to discontinue or restrict its operations, restricting its right to collect revenue, requiring the Company to restructure its operations or taking other regulatory or enforcement actions against the Company. In addition, it is unclear what impact the PRC government actions would have on the Company and on its ability to consolidate the financial results of its variable interest entities in the consolidated financial statements, if the PRC government authorities were to find the Company’s legal structure and contractual arrangements to be in violation of PRC laws, rules and regulations. If the imposition of any of these government actions causes the Company to lose its right to direct the activities of XinYiXun, the Company would no longer be able to consolidate XinYiXun. As of September 30, 2019 and 2018, the carrying amount and classification of the assets and liabilities in the Company’s balance sheets that relate to the Company’s VIE is as follows: September 30, 2019 September 30, 2018 Assets Cash $ 28 $ 366 Prepayment and other assets 14,034 15,909 Property and equipment, net - 114 Total assets of VIE $ 14,063 $ 16,389 Liabilities Accrued liabilities and other payable $ 357,547 $ 359,289 Due to VIE holding companies 18,065 18,774 Due to related parties 2,234,347 2,231,345 Total liabilities of VIE $ 2,609,959 $ 2,609,408 Going concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has suffered from net loss of $117,640 during the year ended September 30, 2019. Also, at September 30, 2019, the Company has incurred the accumulated deficits of $30,736,577. Accordingly, the financial statements do not include any adjustments relating to the realization of the carrying value of assets or the amounts and classification of liabilities that might be necessary in the event that the Company is unable to continue as a going concern. The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these consolidated financial statements. These adverse conditions are working capital deficiency, recurring operating losses, accumulated stockholders’ deficit, and continued reliance on external funding sources. In order to mitigate the going concern issues, the Company is constantly pursuing new business arrangements and striving to achieve profitability, and seeking capital funding on an ongoing basis via the issuance of promissory notes and private placements. There is no assurance that management's plan will be successful. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
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, its subsidiaries and its VIE. All inter-company transactions and balances have been eliminated upon consolidation. Consolidation of Variable Interest Entities In accordance with U.S. GAAP regarding “Consolidation of Variable Interest Entities (VIE)”, the Company identifies entities for which control is achieved through means other than through voting rights, and determines when and which business enterprise, if any, should consolidate the VIE. The Company evaluated its participating interest in XinYiXun and concluded it is the primary beneficiary of XinYiXun, a VIE. The Company consolidated XinYiXun and all significant intercompany transactions and balances have been eliminated. 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 certain 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 in amounts than may be material to the consolidated financial statements. Management believes that these estimates and assumptions used are reasonable. These estimates are reviewed periodically and as adjustments become necessary, they are reported in earnings in the period in which they become known. Estimates were used in determining the amounts of accrued liabilities, useful lives of property and equipment, stock based compensation, and valuation allowances. 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. 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 September 30, 2019 September 30, 2018 September 30, 2017 Year-end CAD: USD exchange rate 0.7553 0.7755 0.8022 Annual average CAD: USD exchange rate 0.7536 0.7795 0.7610 Year-end RMB: USD exchange rate 0.1401 0.1456 0.1503 Annual average RMB: USD exchange rate 0.1455 0.1530 0.1468 Year-end HKD: USD exchange rate 0.1276 0.1278 0.1280 Annual average HKD: USD exchange rate 0.1276 0.1277 0.1285 Comprehensive income ASC Topic 220, “ Comprehensive Income Earnings or Loss Per Share The Company calculates net loss per share in accordance with ASC Topic 260, “ Earnings per Share.” 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: 2019 2018 2017 Stock options 10,300,000 11,300,000 14,750,000 Common stock warrants - - 4,551,945 Total 10,300,000 11,300,000 19,301,945 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, 2019 and 2018, the Company had cash in the amount of $545 and $6,426, respectively. Income Taxes The Company adopted the ASC 740 Income tax 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. Property and Equipment The Company management review the carrying values of long-lived assets whenever events and circumstances, such as a significant decline in the asset’s market value, obsolescence or physical damage affecting the asset, significant adverse changes in the assets use, deterioration in the expected level of the assets performance, cash flows for maintaining the asset are higher than forecast, indicate that the net book value of an asset may not be recovered through expected future cash flows from its use and eventual disposition. If the estimated cash flows from the use of the asset and its eventual disposition are below the asset’s carrying value, then the asset is deemed to be impaired and written down to its fair value. There was no impairment charge recognized for long-lived assets as of September 30, 2019 and 2018. Property and equipment are stated at cost less accumulated depreciations and impairment. Depreciation is provided on the straight-line basis over the estimated useful lives of property and equipment. The principal useful lives and residual value are as follows: Furniture and Fixtures 5 - 7 years Machinery and Equipment 3 - 7 years Leasehold Improvement 6 years The Company capitalizes expenditures that materially increase assets’ lives and expenses ordinary repairs and maintenance to operations as incurred. When assets are sold or disposed or otherwise fully depreciated, the cost and related accumulated depreciation is removed from the accounts and any gain or loss is included in the statement of income and retained earnings. Impairment of long-lived assets In accordance with the provisions of ASC Topic 360, “ Impairment or Disposal of Long-Lived Assets Related Parties The Company follows ASC 850, Related Party Disclosures, Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company’s revenue is reported net of discount, value added tax and related surcharges. The Company generates substantially all of its revenues through UMFun app. The Company’s revenue is reported net of discounts, value added tax and surcharges. During the year ended September 30, 2019, and 2018 the Company recognized revenue in the amount of $113 and $758 respectively. Stock-Based Compensation The Company applies ASC 718, Compensation-Stock Compensation The Company recognizes compensation cost for third party and employee services rendered in exchange for an equity Commitments and Contingencies The Company follows the ASC 450-20, Commitments 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. 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 observable inputs 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. 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. 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 Pronouncement On October 1, 2017, the Company adopted Revenue from Contracts with Customers Revenue is recognized when control of promised goods or services is transferred to the Company’s customers in an amount of consideration to which the Company expects to be entitled to in exchange for those goods or services. The Company follows the five steps approach for revenue recognition under Topic 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company generates substantially all of its revenues through UMFun app, in which revenue is recognized over time. The Company’s revenue is reported net of discounts, value added tax and surcharges. During the years ended September 30, 2018, and 2017 the Company recognized revenue in the amount of $758 and $7,927 respectively. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”. Under the new guidance, lessees will be required to recognize all leases (with the exception of short-term leases) at the commencement date including a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use (ROU) asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. Lessees may not apply a full retrospective transition approach. The Company adopted the new standard on October 1, 2017. The new standard did not have a material effect on the Company’s consolidated Financial statements as the Company does not have any leases that meet the requirements for recognition. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Sep. 30, 2019 | |
PROPERTY AND EQUIPMENT | |
NOTE 3. PROPERTY AND EQUIPMENT | September 30, 2019 September 30, 2018 Furniture and Fixtures $ - $ 5,646 Machinery and Equipment - 12,499 - 18,145 Less: Accumulated depreciation - (18,031 ) Property and equipment, net $ - $ 114 For the years ended September 30, 2019, 2018 and 2017 the Company recorded depreciation expense of $113, $4,846 and $7,025 respectively. |
ACCOUNTS PAYABLE ACCRUED LIABIL
ACCOUNTS PAYABLE ACCRUED LIABILITIES AND OTHER PAYABLES | 12 Months Ended |
Sep. 30, 2019 | |
ACCOUNTS PAYABLE ACCRUED LIABILITIES AND OTHER PAYABLES | |
NOTE 4. ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND OTHER PAYABLES | Accounts payable, accrued liabilities and other payables are comprised of the following: September 30, 2019 September 30, 2018 Accounts Payable $ 24,725 $ 22,100 Accrued Liabilities and Other Payables 218,380 187,920 TOTAL $ 243,105 $ 210,020 The accounts payable comprises amounts owing to individuals for professional and technical services provided to the Company. Items included in the accrued liabilities and other payables are accrued payroll, advances from employees, and accrued expenses for services received. As of September 30, 2019, the balance mainly consisted of advances from individuals of $181,104 and accrued payroll of $19,591. As of September 30, 2018, the balance mainly consisted of advances from individuals of $153,329 and accrued payroll of $19,591. |
DUE TO RELATED PARTIES
DUE TO RELATED PARTIES | 12 Months Ended |
Sep. 30, 2019 | |
DUE TO RELATED PARTIES | |
NOTE 5. DUE TO RELATED PARTIES | The amounts represented temporary advances to the Company by the related parties of the Company, which were unsecured, interest-free and had no fixed terms of repayments. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Sep. 30, 2019 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 6. COMMITMENTS AND CONTINGENCIES | As of September 30, 2019, the Company has no material commitments and contingencies. |
ORDINARY SHARES
ORDINARY SHARES | 12 Months Ended |
Sep. 30, 2019 | |
ORDINARY SHARES | |
NOTE 7. ORDINARY SHARES | The Company is authorized to issue up to 250,000,000 ordinary shares with a stated par value of $0.0001 per share. During the year ended September 30, 2019, the Company did not issue any shares. During the year ended September 30, 2018, the Company issued a total of 1,200,000 shares at a price of $0.12 to $ 0.13 per share to four investors of which 600,000 shares were issued to Winfield, Yongbiao Ding, the Chief Financial Officer (“CFO”) of the Company for net proceeds of $72,000. On January 10, 2018, the Company issued 122,337 shares at a price of $0.12 per share to a consultant for consulting service fee of $14,680. On September 30, 2018, the Company issued a total of 13,697,852 shares at a price of $0.30 per share for debt conversion of which: (i) 2,869,764 shares were issued to Michael Lee, the Chief Executive Officer (“CEO”) of the Company in exchange for the cancellation of $860,929 in debt owed by the Company; (ii) 534,578 shares were issued to Ford Moore, a director of the Company, in exchange for the cancellation of $160,373 in debt owed by the Company; (iii) 380,130 shares were issued to David Milroy, a director of the Company, in exchange for the cancellation of $114,039 in debt owed by the Company; (iv) 113,723 shares were issued to Ruby Hui, a shareholder of the Company, in exchange for the cancellation of $34,117 in debt owed by the Company; (v) 66,992 shares were issued to an arm’s length investor in exchange for the cancellation of $20,098 in debt owed by the Company; (vi) 1,560,823 shares were issued to an employee in exchange for the cancellation of $468,247 in debt owed by the Company; (vii) 66,020 shares were issued to Vago International Limited, over 10% shareholder of the Company, in exchange for the cancellation of $19,806 in debt owed by the Company; (viii) 715,113 shares were issued to an affiliate of the Company in exchange for the cancellation of $214,534 in debt owed by the Company; (ix) 7,390,709 shares were issued to an investor of the Company in exchange for the cancellation of $2,217,212 in debt owed by the Company. As of September 30, 2019 and 2018, there were 104,524,189 and 104,524,189 shares issued and outstanding respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Sep. 30, 2019 | |
INCOME TAXES | |
NOTE 8. INCOME TAXES | BVI UMeWorld Limited, UMeLook BVI, UMeZone Holdings Limited and AlphaRx International Holdings were incorporated in the BVI and, under the current laws of the BVI, are not subject to income taxes. Canada AlphaRx Canada Limited was incorporated in Canada and is subject to income tax rate of 38%. Hong Kong UMeLook HK, and UMeZone Adaptive Learning Technology Limited were incorporated and subject to the Hong Kong Profits Tax at the income tax rates ranging from 8.25% to 16.5% on the assessable income arising in Hong Kong during its tax year. No provision for Hong Kong Profits tax has been made as these companies had no taxable income during the years ended September 30, 2019, 2018 and 2017. PRC The Company’s subsidiaries, UMeLook (Guangzhou) Information Technology Co. Ltd. and YouYiXue (Guangzhou) Information Technology Co. Ltd., and VIE, XinYiXun, registered in the PRC are subject to PRC Enterprise Income Tax (“EIT”) of 25% on the taxable income in accordance with the relevant PRC income tax laws. No provision for PRC income tax has been made as these companies had no taxable income during the years ended September 30, 2019, 2018 and 2017. The tax effect of material temporary differences representing deferred tax assets is estimated as follows: 2019 2018 2017 Deferred tax assets: Canada $ 763 $ 135,390 $ 351,500 Hong Kong 546 23,638 39,714 PRC 1,756 362,828 668,168 Sub-total 3,065 521,856 1,059,382 Less: Valuation allowance (3,065 ) (521,856 ) (1,059,382 ) Net deferred tax assets $ - $ - $ - The valuation allowance as of September 30, 2019 and 2018 totaled $3,065 and $521,856, respectively which consisted primarily of established reserves for deferred tax assets arising from non-capital operating loss carry forwards for our entities in United States and our foreign entities. The tax rates being used to determine deferred tax assets are estimated at 38% for Canada, 25% for mainland China, and 16.5% for Hong Kong. The consolidated effective tax (benefit) rate as a percentage of income (loss) before income taxes is as follows. Years Ended September 30, 2019 2018 2017 PRC enterprise income tax rate 25.00 % 25.00 % 25.00 % Effect of income tax difference under different tax jurisdictions -21.40 % -13.44 % -10.77 % Effect of valuation allowance on deferred income tax assets -3.60 % -1.55 % 6.74 % Effect of expense not deductible for tax purpose - % -10.01 % -20.97 % Effective tax rate 0.00 % 0.00 % 0.00 % ASC 740 requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. The management evaluated the Company’s tax positions and considered that no provision for uncertainty in income taxes was necessary as of September 30, 2019 and 2018. |
SHARE OPTION PLANS
SHARE OPTION PLANS | 12 Months Ended |
Sep. 30, 2019 | |
SHARE OPTION PLANS | |
NOTE 9. SHARE OPTION PLANS | On July 1, 2013, the Company adopted a share option plan entitled “The 2013 Share Incentive Plan” (2013 Plan) under which the Company may grant options to purchase up to 17,000,000 ordinary shares. Under the terms of the 2013 Plan, the Board of Directors shall specify the exercise price and vesting period of each share option on the grant date. On February 1, 2018, the Company granted 300,000 options to purchase its ordinary shares to Winfield, Yongbiao Ding, the CFO of the Company. The exercise prices of these options shall be $0.20 with an expiry date of May 29, 2024. The following table summarizes the Company’s share option activity during the years ended September 30, 2019, 2018 and 2017: Number Outstanding Exercise Price Per Share Weighted- Average Exercise Price Outstanding as of September 30, 2017 14,750,000 $ 0.15 – 0.20 $ 0.16 Granted 300,000 0.20 - Exercised - - - Options forfeited/cancelled (3,750,000 ) 0.20 - Outstanding as of September 30, 2018 11,300,000 $ 0.15 – 0.20 $ 0.16 Granted - - - Exercised - - - Options forfeited/cancelled (1,000,000 ) 0.20 - Outstanding as of September 30, 2019 10,300,000 $ 0.15 – 0.20 $ 0.15 The following table summarizes the ordinary shares of the Company issuable upon exercise of options outstanding as of September 30, 2019, 2018 and 2017. Share Options Outstanding/ Exercisable Range of Exercise Price Number Outstanding Weighted-Average Remaining Contractual Life (Years) September 30, 2019 $ 0.15-$0.20 10,300,000 4.67 September 30, 2018 $ 0.15-$0.20 11,300,000 5.22 September 30, 2017 $ 0.15-$0.20 14,750,000 8.99 As of September 30, 2019 and 2018, the intrinsic values of both outstanding options and exercisable options were $669,499 and $122,800, respectively. There were no options exercised during the years ended September 30, 2019, 2018, and 2017; and no stock based compensation is recognized from stock options during the years ended September 30, 2019, 2018, and 2017. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Sep. 30, 2019 | |
RELATED PARTY TRANSACTIONS | |
NOTE 10. RELATED PARTY TRANSACTIONS | The Company sourced some of its funding from Michael Lee, CEO and director, Ford Moore and Dave Milroy, directors, by issuing promissory notes. During the years ended September 30, 2019, the Company did not issue any promissory notes or shares to Michael Lee, Ford Moore, and Dave Milroy. During the years ended September 30, 2018 and 2017, the Company issued promissory notes in the amount of $0 and $101,126 respectively to Michael Lee. As of September 30, 2018 and 2017, the notes payable balances for Michael Lee were $0 and $246,690 respectively, including accrued interests of $0 and $62,138 and unamortized debt discount in the amount of $0 and $74,778, respectively. Among all the loans borrowed from Mr. Lee, as of September 30, 2018, $214,414 of loans were attached with 1,072,385 warrants, which were subject to debt discount amortization and fully amortized on September 30, 2018. During the years ended September 30, 2018 and 2017, the Company issued promissory notes in the amount of $20,000 and $0 respectively to Ford Moore. As of September 30, 2018 and 2017, the notes payable balances for Ford Moore were $0 and $112,606, respectively, including accrued interests of $0 and $27,180 and unamortized debt discount in the amount of $0 and $14,574, respectively. Among all the loans borrowed from Ford Moore, as of September 30, 2018, $120,000 of loans were attached with 600,000 warrants, which were subject to debt discount amortization, and fully amortized on September 30, 2018. During the years ended September 30, 2018 and 2017, the Company issued promissory notes in the amount of $30,000 and $0 respectively to David Milroy. As of September 30, 2018 and 2017, the notes payable balances for David Milroy were $0 and $75,425 respectively, including accrued interests of $0 and $19,543, and unamortized debt discount in the amount of $0 and $14,119, respectively. Among all the loans borrowed from David Milroy, as of September 30, 2018, $85,000 of loans were attached with 500,000 shares of warrants, subject to debt discount amortization, was fully amortized on September 30, 2018. During the year ended September 30, 2017, Michael Lee provided management services to the Company with the amount of $120,000, paid $30,571 expenses on behalf of the Company, advanced $22,565 to the Company, and received $63,816 repayment 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, 2017 is $534,529. During the year ended September 30, 2018, Michael Lee provided management services to the Company with the amount of $66,000, paid $18,744 expenses on behalf of the Company, advanced $291 to the Company, and received $50,701 repayment in cash and $860,929 in shares 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, 2018 is $60,000. During the year ended September 30, 2019, Michael Lee provided management services to the Company with the amount of $30,000, paid $22,236.51 expenses on behalf of the Company, advanced $16,523.02 to the Company, and received $10,056.40 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, 2019 is $136,703.13. On January 30, 2018, the Company issued 600,000 shares at a price of $0.12 per share to Winfield, Yongbiao Ding, the CFO of the Company for net proceeds of $72,000. On September 30, 2018, the Company issued 2,869,764 shares to Michael Lee, the CEO of the Company, in exchange for the cancellation of $860,929 in debt owed by the Company. On September 30, 2018, the Company issued 534,578 shares to Ford Moore, a director of the Company, in exchange for the cancellation of $160,373 in debt owed by the Company. On September 30, 2018, the Company issued 380,130 shares to David Milroy, a director of the Company, in exchange for the cancellation of $114,039 in debt owed by the Company. On September 30, 2018, the Company issued 113,723 shares to Ruby Hui, over 5% shareholder of the Company in exchange for the cancellation of $34,117 in debt owed by the Company. On September 30, 2018, the Company issued 66,020 shares to Vago International Limited, over 10% shareholder of the Company in exchange for the cancellation of $19,806 in debt owed by the Company. On September 30, 2018, the Company issued 7,390,709 shares to First Scion Investments Limited, over 5% shareholder of the Company in exchange for the cancellation of $2,217,213 in debt owed by the Company. On September 30, 2018, the Company issued 715,113 shares to Dong Liang, an affiliate of the Company in exchange for the cancellation of $214,514 in debt owed by the Company. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2019 | |
SUBSEQUENT EVENTS | |
NOTE 11. SUBSEQUENT EVENTS | In accordance with ASC Topic 855, “ Subsequent Events On November 4, 2019, the Company entered into an acquisition agreement with Beijing Radish Green Vegetable Education Technology Co., Ltd. (“Proud Kids”) in an all-stock transaction. Pursuant to the agreement, Proud Kids’ shareholders will receive up to 37,500,000 ordinary shares of the Company upon closing. The acquisition agreement, as amended, has expired on April 30, 2020. On November 22, 2019, the Company issued 300,000 restricted shares to Winfield, Yongbiao Ding, the CFO of the Company, at $0.10 per share pursuant to a private placement agreement. On December 19, 2019, the Company issued 102,642 restricted shares to an arm’s length investor at $0.10 per share pursuant to a private placement agreement. On April 13, 2020, the Company issued 1,000,000 restricted shares to Ford Moore, a director of the Company at $0.05 per share pursuant to a private placement agreement. On August 27, 2020, September 16, 2020 and October 28, 2020, the Company issued a total of 1,878,445 restricted shares to Ruby Hui, over 5% shareholder of the Company at $0.05 per share pursuant to three private placement agreements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 30, 2019 | |
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, its subsidiaries and its VIE. All inter-company transactions and balances have been eliminated upon consolidation. |
Consolidation of Variable Interest Entities | In accordance with U.S. GAAP regarding “Consolidation of Variable Interest Entities (VIE)”, the Company identifies entities for which control is achieved through means other than through voting rights, and determines when and which business enterprise, if any, should consolidate the VIE. The Company evaluated its participating interest in XinYiXun and concluded it is the primary beneficiary of XinYiXun, a VIE. The Company consolidated XinYiXun and all significant intercompany transactions and balances have been eliminated. |
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 certain 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 in amounts than may be material to the consolidated financial statements. Management believes that these estimates and assumptions used are reasonable. These estimates are reviewed periodically and as adjustments become necessary, they are reported in earnings in the period in which they become known. Estimates were used in determining the amounts of accrued liabilities, useful lives of property and equipment, stock based compensation, and valuation allowances. |
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. 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 September 30, 2019 September 30, 2018 September 30, 2017 Year-end CAD: USD exchange rate 0.7553 0.7755 0.8022 Annual average CAD: USD exchange rate 0.7536 0.7795 0.7610 Year-end RMB: USD exchange rate 0.1401 0.1456 0.1503 Annual average RMB: USD exchange rate 0.1455 0.1530 0.1468 Year-end HKD: USD exchange rate 0.1276 0.1278 0.1280 Annual average HKD: USD exchange rate 0.1276 0.1277 0.1285 |
Comprehensive income | ASC Topic 220, “ Comprehensive Income |
Earnings or Loss Per Share | The Company calculates net loss per share in accordance with ASC Topic 260, “ Earnings per Share.” 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: 2019 2018 2017 Stock options 10,300,000 11,300,000 14,750,000 Common stock warrants - - 4,551,945 Total 10,300,000 11,300,000 19,301,945 |
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, 2019 and 2018, the Company had cash in the amount of $545 and $6,426, respectively. |
Income Taxes | The Company adopted the ASC 740 Income tax 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. |
Property and Equipment | The Company management review the carrying values of long-lived assets whenever events and circumstances, such as a significant decline in the asset’s market value, obsolescence or physical damage affecting the asset, significant adverse changes in the assets use, deterioration in the expected level of the assets performance, cash flows for maintaining the asset are higher than forecast, indicate that the net book value of an asset may not be recovered through expected future cash flows from its use and eventual disposition. If the estimated cash flows from the use of the asset and its eventual disposition are below the asset’s carrying value, then the asset is deemed to be impaired and written down to its fair value. There was no impairment charge recognized for long-lived assets as of September 30, 2019 and 2018. Property and equipment are stated at cost less accumulated depreciations and impairment. Depreciation is provided on the straight-line basis over the estimated useful lives of property and equipment. The principal useful lives and residual value are as follows: Furniture and Fixtures 5 - 7 years Machinery and Equipment 3 - 7 years Leasehold Improvement 6 years The Company capitalizes expenditures that materially increase assets’ lives and expenses ordinary repairs and maintenance to operations as incurred. When assets are sold or disposed or otherwise fully depreciated, the cost and related accumulated depreciation is removed from the accounts and any gain or loss is included in the statement of income and retained earnings. |
Impairment of long-lived assets | In accordance with the provisions of ASC Topic 360, “ Impairment or Disposal of Long-Lived Assets |
Related Parties | The Company follows ASC 850, Related Party Disclosures, |
Revenue Recognition | In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company’s revenue is reported net of discount, value added tax and related surcharges. The Company generates substantially all of its revenues through UMFun app. The Company’s revenue is reported net of discounts, value added tax and surcharges. During the year ended September 30, 2019, and 2018 the Company recognized revenue in the amount of $113 and $758 respectively. |
Stock Based Compensation | The Company applies ASC 718, Compensation-Stock Compensation The Company recognizes compensation cost for third party and employee services rendered in exchange for an equity |
Commitments and Contingencies | The Company follows the ASC 450-20, Commitments 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. 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 observable inputs 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. 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. 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 Pronouncement | On October 1, 2017, the Company adopted Revenue from Contracts with Customers Revenue is recognized when control of promised goods or services is transferred to the Company’s customers in an amount of consideration to which the Company expects to be entitled to in exchange for those goods or services. The Company follows the five steps approach for revenue recognition under Topic 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company generates substantially all of its revenues through UMFun app, in which revenue is recognized over time. The Company’s revenue is reported net of discounts, value added tax and surcharges. During the years ended September 30, 2018, and 2017 the Company recognized revenue in the amount of $758 and $7,927 respectively. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”. Under the new guidance, lessees will be required to recognize all leases (with the exception of short-term leases) at the commencement date including a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use (ROU) asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. Lessees may not apply a full retrospective transition approach. The Company adopted the new standard on October 1, 2017. The new standard did not have a material effect on the Company’s consolidated Financial statements as the Company does not have any leases that meet the requirements for recognition. |
NATURE OF BUSINESS AND GOING _2
NATURE OF BUSINESS AND GOING CONCERN (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
NATURE OF BUSINESS AND GOING CONCERN | |
Schedule of Company's subsidiaries and VIE | Name Date of Incorporation Place of Incorporation Percentage of Interest Principal Activities Nature of company UMeLook Holdings Limited February 14, 2012 British Virgin Islands 100% Holding company Subsidiary UMeZone Holdings Limited August 27, 2012 British Virgin Islands 100% Dormant Subsidiary AlphaRx Canada Limited September 25, 1997 Canada 100% Dormant Subsidiary 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 |
Schedule of the assets and liabilities | September 30, 2019 September 30, 2018 Assets Cash $ 28 $ 366 Prepayment and other assets 14,034 15,909 Property and equipment, net - 114 Total assets of VIE $ 14,063 $ 16,389 Liabilities Accrued liabilities and other payable $ 357,547 $ 359,289 Due to VIE holding companies 18,065 18,774 Due to related parties 2,234,347 2,231,345 Total liabilities of VIE $ 2,609,959 $ 2,609,408 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of Foreign currency translation | September 30, 2019 September 30, 2018 September 30, 2017 Year-end CAD: USD exchange rate 0.7553 0.7755 0.8022 Annual average CAD: USD exchange rate 0.7536 0.7795 0.7610 Year-end RMB: USD exchange rate 0.1401 0.1456 0.1503 Annual average RMB: USD exchange rate 0.1455 0.1530 0.1468 Year-end HKD: USD exchange rate 0.1276 0.1278 0.1280 Annual average HKD: USD exchange rate 0.1276 0.1277 0.1285 |
Schedule of antidilutive securities excluded from computation of earnings per share | 2019 2018 2017 Stock options 10,300,000 11,300,000 14,750,000 Common stock warrants - - 4,551,945 Total 10,300,000 11,300,000 19,301,945 |
Schedule of estimated useful lives of property and equipment | Furniture and Fixtures 5 - 7 years Machinery and Equipment 3 - 7 years Leasehold Improvement 6 years |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
PROPERTY AND EQUIPMENT | |
Schedule of property and equipment | September 30, 2019 September 30, 2018 Furniture and Fixtures $ - $ 5,646 Machinery and Equipment - 12,499 - 18,145 Less: Accumulated depreciation - (18,031 ) Property and equipment, net $ - $ 114 |
ACCOUNTS PAYABLE ACCRUED LIAB_2
ACCOUNTS PAYABLE ACCRUED LIABILITIES AND OTHER PAYABLES (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
ACCOUNTS PAYABLE ACCRUED LIABILITIES AND OTHER PAYABLES | |
Schedule of accounts payable, accrued liabilities and other payables | September 30, 2019 September 30, 2018 Accounts Payable $ 24,725 $ 22,100 Accrued Liabilities and Other Payables 218,380 187,920 TOTAL $ 243,105 $ 210,020 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
INCOME TAXES | |
Schedule of deferred tax assets | 2019 2018 2017 Deferred tax assets: Canada $ 763 $ 135,390 $ 351,500 Hong Kong 546 23,638 39,714 PRC 1,756 362,828 668,168 Sub-total 3,065 521,856 1,059,382 Less: Valuation allowance (3,065 ) (521,856 ) (1,059,382 ) Net deferred tax assets $ - $ - $ - |
Schedule of consolidated effective tax (benefit) rate | Years Ended September 30, 2019 2018 2017 PRC enterprise income tax rate 25.00 % 25.00 % 25.00 % Effect of income tax difference under different tax jurisdictions -21.40 % -13.44 % -10.77 % Effect of valuation allowance on deferred income tax assets -3.60 % -1.55 % 6.74 % Effect of expense not deductible for tax purpose - % -10.01 % -20.97 % Effective tax rate 0.00 % 0.00 % 0.00 % |
SHARE OPTION PLANS (Tables)
SHARE OPTION PLANS (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
SHARE OPTION PLANS | |
Schedule of summarizing the options issued and outstanding stock option plan | Number Outstanding Exercise Price Per Share Weighted- Average Exercise Price Outstanding as of September 30, 2017 14,750,000 $ 0.15 – 0.20 $ 0.16 Granted 300,000 0.20 - Exercised - - - Options forfeited/cancelled (3,750,000 ) 0.20 - Outstanding as of September 30, 2018 11,300,000 $ 0.15 – 0.20 $ 0.16 Granted - - - Exercised - - - Options forfeited/cancelled (1,000,000 ) 0.20 - Outstanding as of September 30, 2019 10,300,000 $ 0.15 – 0.20 $ 0.15 |
Schedule of summarize the shares of common stock issuable upon exercise of options outstanding | Share Options Outstanding/ Exercisable Range of Exercise Price Number Outstanding Weighted-Average Remaining Contractual Life (Years) September 30, 2019 $ 0.15-$0.20 10,300,000 4.67 September 30, 2018 $ 0.15-$0.20 11,300,000 5.22 September 30, 2017 $ 0.15-$0.20 14,750,000 8.99 |
NATURE OF BUSINESS AND GOING _3
NATURE OF BUSINESS AND GOING CONCERN (Details) | 12 Months Ended |
Sep. 30, 2019 | |
Date of Incorporation | Aug. 8, 1997 |
State of Incorporation | Delaware |
UMeLook Holdings Limited [Member] | |
Date of Incorporation | Feb. 14, 2012 |
State of Incorporation | British Virgin Islands |
Percentage of Interest | 100% |
Principal Activities | Holding company |
Nature of company | Subsidiary |
UMeZone Holdings Limited [Member] | |
Date of Incorporation | Aug. 27, 2012 |
State of Incorporation | British Virgin Islands |
Percentage of Interest | 100% |
Principal Activities | Dormant |
Nature of company | Subsidiary |
AlphaRx Canada Limited [Member] | |
Date of Incorporation | Sep. 25, 1997 |
State of Incorporation | Canada |
Percentage of Interest | 100% |
Principal Activities | Dormant |
Nature of company | Subsidiary |
UMeLook Limited [Member] | |
Date of Incorporation | Feb. 23, 2012 |
State of Incorporation | Hong Kong |
Percentage of Interest | 100% |
Principal Activities | Holding company of WFOE |
Nature of company | Subsidiary |
UMeZone Adaptive Learning Technology Limited [Member] | |
Date of Incorporation | Sep. 7, 2012 |
State of Incorporation | Hong Kong |
Percentage of Interest | 100% |
Principal Activities | Dormant |
Nature of company | Subsidiary |
UMeLook (Guangzhou) Information Technology Co. Ltd. (WFOE) [Member] | |
Date of Incorporation | Oct. 29, 2012 |
State of Incorporation | China |
Percentage of Interest | 100% |
Principal Activities | Holding company |
Nature of company | Subsidiary |
YouYiXue (Guangzhou) Information Technology Co. Ltd. [Member] | |
Date of Incorporation | Apr. 23, 2013 |
State of Incorporation | China |
Percentage of Interest | 100% |
Principal Activities | Dormant |
Nature of company | Subsidiary |
Guangzhou XinYiXun Network Technology Co. Ltd. [Member] | |
Date of Incorporation | Jul. 9, 2012 |
State of Incorporation | China |
Percentage of Interest | Contractual arrangements |
Principal Activities | Online education |
Nature of company | VIE |
NATURE OF BUSINESS AND GOING _4
NATURE OF BUSINESS AND GOING CONCERN (Details 1) - USD ($) | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 |
Assets | ||||
Cash | $ 545 | $ 6,426 | $ 8,466 | $ 46,302 |
Prepayment and other assets | 0 | 1,324 | ||
Property and equipment, net | 0 | 114 | ||
TOTAL ASSETS | 14,579 | 22,449 | ||
Liabilities | ||||
Accrued liabilities and other payable | 218,380 | 187,920 | ||
Due to related parties | 138,412 | 61,776 | ||
TOTAL LIABILITIES | 381,517 | 271,796 | ||
Variable Interest Entities (VIE) [Member] | ||||
Assets | ||||
Cash | 28 | 366 | ||
Prepayment and other assets | 14,034 | 15,909 | ||
Property and equipment, net | 0 | 114 | ||
TOTAL ASSETS | 14,063 | 16,389 | ||
Liabilities | ||||
Accrued liabilities and other payable | 357,547 | 359,289 | ||
Due to VIE holding companies | 18,065 | 18,774 | ||
Due to related parties | 2,234,347 | 2,231,345 | ||
TOTAL LIABILITIES | $ 2,609,959 | $ 2,609,408 |
NATURE OF BUSINESS AND GOING _5
NATURE OF BUSINESS AND GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | Feb. 23, 2012 | Feb. 14, 2012 | |
Date of incorporation | Aug. 8, 1997 | ||||
State of incorporation | Delaware | ||||
Net loss | $ (117,640) | $ (845,441) | $ (1,308,277) | ||
Accumulated deficits | $ (30,736,577) | $ (30,618,937) | |||
UMeLook Holdings Limited [Member] | |||||
Date of incorporation | Feb. 14, 2012 | ||||
State of incorporation | British Virgin Islands | ||||
Ownership percentage | 100.00% | ||||
UMeLook Limited [Member] | |||||
Date of incorporation | Feb. 23, 2012 | ||||
State of incorporation | Hong Kong | ||||
Ownership percentage | 100.00% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 |
Year end [Member] | CAD : USD [Member] | |||
Exchange rate to USD | 0.7553 | 0.7755 | 0.8022 |
Year end [Member] | RMB : USD [Member] | |||
Exchange rate to USD | 0.1401 | 0.1456 | 0.1503 |
Year end [Member] | HKD: USD [Member] | |||
Exchange rate to USD | 0.1276 | 0.1278 | 0.1280 |
Annual Average [Member] | CAD : USD [Member] | |||
Exchange rate to USD | 0.7536 | 0.7795 | 0.7610 |
Annual Average [Member] | RMB : USD [Member] | |||
Exchange rate to USD | 0.1455 | 0.1530 | 0.1468 |
Annual Average [Member] | HKD: USD [Member] | |||
Exchange rate to USD | 0.1276 | 0.1277 | 0.1285 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - shares | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | |
Total | 10,300,000 | 11,300,000 | 19,301,945 |
Common stock warrants [Member] | |||
Total | 0 | 0 | 4,551,945 |
Stock options [Member] | |||
Total | 10,300,000 | 11,300,000 | 14,750,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) | 12 Months Ended |
Sep. 30, 2019 | |
Furniture and Fixtures [Member] | Maximum [Member] | |
Estimated useful lives | 7 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Estimated useful lives | 5 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Estimated useful lives | 7 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Estimated useful lives | 3 years |
Leasehold Improvement [Member] | |
Estimated useful lives | 6 years |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Revenues | $ 113 | $ 758 | $ 7,927 | |
Cash | $ 545 | $ 6,426 | $ 8,466 | $ 46,302 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2019 | Sep. 30, 2018 |
Property Plant and Equipment Gross | $ 0 | $ 18,145 |
Less: Accumulated depreciation | 0 | (18,031) |
Property Plant and Equipment, net | 0 | 114 |
Furniture and Fixtures [Member] | ||
Property Plant and Equipment Gross | 0 | 5,646 |
Machinery and Equipment [Member] | ||
Property Plant and Equipment Gross | $ 0 | $ 12,499 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | |
PROPERTY AND EQUIPMENT | |||
Depreciation expense | $ 113 | $ 4,846 | $ 7,025 |
ACCOUNTS PAYABLE ACCRUED LIAB_3
ACCOUNTS PAYABLE ACCRUED LIABILITIES AND OTHER PAYABLES (Details) - USD ($) | Sep. 30, 2019 | Sep. 30, 2018 |
ACCOUNTS PAYABLE ACCRUED LIABILITIES AND OTHER PAYABLES | ||
Accounts Payable | $ 24,725 | $ 22,100 |
Accrued Liabilities and Other Payables | 218,380 | 187,920 |
TOTAL | $ 243,105 | $ 210,020 |
ACCOUNTS PAYABLE ACCRUED LIAB_4
ACCOUNTS PAYABLE ACCRUED LIABILITIES AND OTHER PAYABLES (Details Narrative) - USD ($) | Sep. 30, 2019 | Sep. 30, 2018 |
ACCOUNTS PAYABLE ACCRUED LIABILITIES AND OTHER PAYABLES | ||
Advances from related party | $ 181,104 | $ 153,329 |
Accrued payroll | $ 19,591 | $ 19,591 |
ORDINARY SHARES (Details Narrat
ORDINARY SHARES (Details Narrative) | Jan. 10, 2018USD ($)$ / sharesshares | Sep. 30, 2018$ / sharesshares | Sep. 30, 2019USD ($)integer$ / sharesshares | Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($) |
Ordinary shares, Par Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, Shares Authorized | 250,000,000 | 250,000,000 | 250,000,000 | ||
Ordinary shares, Shares Issued | 104,524,189 | 104,524,189 | 104,524,189 | ||
Ordinary shares, shares outstanding | 104,524,189 | 104,524,189 | 104,524,189 | ||
Debt Conversion, Converted Instrument, Shares Issued | 715,113 | ||||
Debt Conversion, Converted Instrument, Converted Amount In Exchange For The Cancellation | $ | $ 214,534 | ||||
Proceeds from issuance of common shares | $ | $ 0 | $ 150,010 | $ 50,400 | ||
Vago International Limited [Member] | |||||
Debt Conversion, Converted Instrument, Shares Issued | 66,020 | ||||
Debt Conversion, Converted Instrument, Converted Amount In Exchange For The Cancellation | $ | $ 19,806 | ||||
Stock Issued During Period, Shares | 66,020 | ||||
Investor [Member] | |||||
Stock Issued During Period, Shares | 1,200,000 | ||||
Number of investors | integer | 4 | ||||
Investor [Member] | Minimum [Member] | |||||
Share Price | $ / shares | $ 0.12 | ||||
Investor [Member] | Maximum [Member] | |||||
Share Price | $ / shares | $ 0.13 | ||||
Michael Lee [Member] | |||||
Debt Conversion, Converted Instrument, Shares Issued | 2,869,764 | ||||
Debt Conversion, Converted Instrument, Converted Amount In Exchange For The Cancellation | $ | $ 860,929 | ||||
Share Price | $ / shares | $ 0.30 | $ 0.30 | |||
Stock Issued During Period, Shares | 13,697,852 | ||||
Arm's Length Investor [Member] | |||||
Debt Conversion, Converted Instrument, Shares Issued | 66,992 | ||||
Debt Conversion, Converted Instrument, Converted Amount In Exchange For The Cancellation | $ | $ 20,098 | ||||
Ruby Hui [Member] | |||||
Debt Conversion, Converted Instrument, Shares Issued | 113,723 | ||||
Debt Conversion, Converted Instrument, Converted Amount In Exchange For The Cancellation | $ | $ 34,117 | ||||
Stock Issued During Period, Shares | 113,723 | ||||
Investors [Member] | |||||
Debt Conversion, Converted Instrument, Shares Issued | 7,390,709 | ||||
Debt Conversion, Converted Instrument, Converted Amount In Exchange For The Cancellation | $ | $ 2,217,212 | ||||
Ford Moore [Member] | |||||
Debt Conversion, Converted Instrument, Shares Issued | 534,578 | ||||
Debt Conversion, Converted Instrument, Converted Amount In Exchange For The Cancellation | $ | $ 160,373 | ||||
Employee [Member] | |||||
Debt Conversion, Converted Instrument, Shares Issued | 1,560,823 | ||||
Debt Conversion, Converted Instrument, Converted Amount In Exchange For The Cancellation | $ | $ 468,247 | ||||
Yongbiao Ding [Member] | |||||
Stock Issued During Period, Shares | 600,000 | ||||
Proceeds from issuance of common shares | $ | $ 72,000 | ||||
David Milroye [Member] | |||||
Debt Conversion, Converted Instrument, Shares Issued | 380,130 | ||||
Debt Conversion, Converted Instrument, Converted Amount In Exchange For The Cancellation | $ | $ 114,039 | ||||
Consultant Member] | Investor [Member] | Consulting Agreement Member] | |||||
Share Price | $ / shares | $ 0.12 | ||||
Stock Issued During Period, Shares | 122,337 | ||||
Consulting service fees | $ | $ 14,680 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 |
Deferred tax assets | $ 3,065 | $ 521,856 | $ 1,059,382 |
Less Valuation allowance | (3,065) | (521,856) | (1,059,382) |
Net deferred tax assets | 0 | 0 | 0 |
Canada [Member] | |||
Deferred tax assets | 763 | 135,390 | 351,500 |
Hong Kong [Member] | |||
Deferred tax assets | 546 | 23,638 | 39,714 |
PRC [Member] | |||
Deferred tax assets | $ 1,756 | $ 362,828 | $ 668,168 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | |
INCOME TAXES | |||
PRC enterprise income tax rate | 25.00% | 25.00% | 25.00% |
Effect of income tax difference under different tax jurisdictions | (21.40%) | (13.44%) | (10.77%) |
Effect of valuation allowance on deferred income tax assets | (3.60%) | (1.55%) | 6.74% |
Effect of expense not deductible for tax purpose | 0.00% | (10.01%) | (20.97%) |
Effective tax rate | 0.00% | 0.00% | 0.00% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | |
Less Valuation allowance | $ (3,065) | $ (521,856) | $ (1,059,382) |
Deferred tax assets rate | 0.00% | 0.00% | 0.00% |
Hong Kong [Member] | |||
Deferred tax assets rate | 16.50% | ||
Hong Kong [Member] | Minimum [Member] | |||
Deferred tax assets rate | 8.25% | ||
Hong Kong [Member] | Maximum [Member] | |||
Deferred tax assets rate | 16.50% | ||
Mainland China [Member] | |||
Deferred tax assets rate | 25.00% | ||
Canada [Member] | |||
Deferred tax assets rate | 38.00% | ||
PRC [Member] | |||
Deferred tax assets rate | 25.00% |
SHARE OPTION PLANS (Details)
SHARE OPTION PLANS (Details) - $ / shares | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Stock options [Member] | ||
Outstanding, Beginning | 11,300,000 | 14,750,000 |
Granted | 300,000 | |
Options forfeited/cancelled | (1,000,000) | (3,750,000) |
Outstanding, Ending | 10,300,000 | 11,300,000 |
Exercise Price Per Share, Oustanding, Granted | $ 0.20 | |
Exercise Price Per Share, Oustanding, Options forfeited/cancelled | $ 0.20 | 0.20 |
Weighted-Average Exercise Price, Outstanding, Beginning | 0.16 | 0.16 |
Weighted-Average Exercise Price, Outstanding, Ending | 0.15 | 0.16 |
Stock Option [Member] | Minimum [Member] | ||
Exercise Price Per Share, Outstanding, Beginning | 0.15 | 0.15 |
Exercise Price Per Share, Outstanding, Ending | 0.15 | 0.15 |
Stock Option [Member] | Maximum [Member] | ||
Exercise Price Per Share, Outstanding, Beginning | 0.20 | 0.20 |
Exercise Price Per Share, Outstanding, Ending | $ 0.20 | $ 0.20 |
SHARE OPTION PLANS (Details 1)
SHARE OPTION PLANS (Details 1) - $ / shares | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | |
Exercisable | 10,300,000 | 11,300,000 | 14,750,000 |
Weighted-Average Remaining Contractual Life (Years) | 4 years 8 months 1 day | 5 years 2 months 19 days | 8 years 11 months 27 days |
Maximum [Member] | |||
Exercisable | $ 0.20 | $ 0.20 | $ 0.20 |
Stock Option [Member] | Minimum [Member] | |||
Exercisable | $ 0.15 | $ 0.15 | $ 0.15 |
SHARE OPTION PLANS (Details Nar
SHARE OPTION PLANS (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Intrinsic values of outstanding and exercisable options | $ 669,499 | $ 122,800 |
July 1 2013 [Member] | ||
Ordinary shares, Granted | 17,000,000 | |
February 1 2018 [Member] | Chief Financial Officer [Member] | ||
Ordinary shares, Granted | 300,000 | |
Exercise prices | $ 0.20 | |
Expire date | May 29, 2024 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Jan. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | |
Expenses paid by related parties | $ 0 | $ 18,626 | $ 30,571 | ||
Repayments to related parties | 0 | (40,825) | (227,867) | ||
Due to related parties | 76,703 | 0 | 120,000 | ||
Proceeds from issuance of common shares | 0 | $ 150,010 | 50,400 | ||
Vago International Limited [Member] | |||||
Common stock shares issued | 66,020 | ||||
Cancellation of debt | $ 19,806 | ||||
Ownership percentage | 10.00% | 10.00% | |||
John David Milroy [Member] | |||||
Promissory notes, issued | $ 30,000 | $ 30,000 | 0 | ||
Notes payable | 0 | 0 | 75,425 | ||
Accrued Interest | 0 | 0 | 19,543 | ||
Unamortized debt discount | $ 0 | 0 | 14,119 | ||
Borrowed loans with attached shares of warrants | $ 85,000 | $ 70,000 | |||
Debt attached with shares of warrants | 500,000 | 350,000 | |||
Common stock shares issued | 380,130 | ||||
Cancellation of debt | $ 114,039 | ||||
Yongbiao Ding [Member] | |||||
Common stock shares issued | 600,000 | ||||
Proceeds from issuance of common shares | $ 72,000 | ||||
Ruby Hui [Member] | |||||
Common stock shares issued | 113,723 | ||||
Cancellation of debt | $ 34,117 | ||||
Ownership percentage | 5.00% | 5.00% | |||
Mr. Lee [Member] | |||||
Promissory notes, issued | $ 0 | $ 0 | $ 101,126 | ||
Notes payable | 0 | 0 | 246,690 | ||
Accrued Interest | 0 | 0 | 62,138 | ||
Unamortized debt discount | 0 | 0 | 74,778 | ||
Borrowed loans with attached shares of warrants | $ 214,414 | $ 214,414 | |||
Debt attached with shares of warrants | 1,072,385 | 1,072,385 | |||
Management services fees | 30,000 | $ 66,000 | $ 120,000 | ||
Expenses paid by related parties | 22,237 | 18,744 | 30,571 | ||
Repayments to related parties | 10,056 | 50,701 | 63,816 | ||
Advanced | $ 291 | 16,523 | 291 | 22,565 | |
Due to related parties | $ 136,703 | 60,000 | 534,529 | ||
Common stock shares issued | 2,869,764 | ||||
Cancellation of debt | $ 860,929 | ||||
Dr. Moore [Member] | |||||
Promissory notes, issued | 20,000 | 20,000 | 0 | ||
Notes payable | 0 | 0 | 112,606 | ||
Accrued Interest | 0 | 0 | 27,180 | ||
Unamortized debt discount | $ 0 | 0 | 14,574 | ||
Borrowed loans with attached shares of warrants | $ 120,000 | $ 100,000 | |||
Debt attached with shares of warrants | 600,000 | 500,000 | |||
Common stock shares issued | 534,578 | ||||
Cancellation of debt | $ 160,373 | ||||
Chief Financial Officer [Member] | Yongbiao Ding [Member] | |||||
Common stock shares issued | 600,000 | ||||
Proceeds from issuance of common shares | $ 72,000 | ||||
Price per share | $ 0.12 | ||||
Dong Liang [Member] | |||||
Common stock shares issued | 715,113 | ||||
Cancellation of debt | $ 214,514 | ||||
First Scion Investments Limited [Member] | |||||
Common stock shares issued | 7,390,709 | ||||
Cancellation of debt | $ 2,217,213 | ||||
Ownership percentage | 5.00% | 5.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - $ / shares | Apr. 13, 2020 | Oct. 28, 2020 | Sep. 16, 2020 | Aug. 27, 2020 | Dec. 19, 2019 | Nov. 22, 2019 | Oct. 31, 2020 | Nov. 04, 2019 |
Private Placement [Member] | Restricted Stock [Member] | ||||||||
Stock issued during period, Restricted shares, Per share | $ 0.10 | |||||||
Stock issued during period, Restricted shares, Shares | 102,642 | |||||||
Private Placement [Member] | Restricted Stock [Member] | Chief Financial Officers [Member] | ||||||||
Stock issued during period, Restricted shares, Per share | $ 0.10 | |||||||
Stock issued during period, Restricted shares, Shares | 300,000 | |||||||
Beijing Radish Green Vegetable Education Technology Co Ltd [Member] | ||||||||
Ordinary shares received upon closing | 37,500,000 | |||||||
Ford Moore [Member] | Private Placement [Member] | ||||||||
Stock issued during period, Restricted shares, Per share | $ 0.05 | |||||||
Stock issued during period, Restricted shares, Shares | 1,000,000 | |||||||
Ruby Hui [Member] | Private Placement [Member] | ||||||||
Stock issued during period, Restricted shares, Per share | $ 0.05 | $ 0.05 | $ 0.05 | |||||
Stock issued during period, Restricted shares, Shares | 1,878,445 | |||||||
Stock issued, issue percentage | 5.00% | 5.00% | 5.00% |