SecProbe.io

United States securities and exchange commission logo
September 20, 2022
Michael Lee
President and Chief Executive Officer
UMeWorld Ltd
Unit B.12/F
Hang Seng Causeway Bay Building
28 Yee Wo Street
Causeway Bay
Hong Kong, China
Re:UMeWorld Ltd
Amended Form 20-F for the Year Ended September 30, 2021
Filed February 17, 2022
File No. 000-30813
Dear Mr. Lee:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Amended Form 20-F Filed on February 17, 2022
Cover Page
1.Please disclose prominently, following the cover page, that you are not a Chinese
operating company but a British Virgin Islands holding company with operations
conducted by your subsidiaries and through contractual arrangements with a variable
interest entity (VIE) based in China and that this structure involves unique risks to
investors. If true, disclose that these contracts have not been tested in court. Explain
whether your VIE structure is used to provide investors with exposure to foreign
investment in China-based companies where Chinese law prohibits direct foreign
investment in the operating companies, and disclose that investors may never hold equity
interests in the Chinese operating company. Your disclosure should acknowledge that

 FirstName LastNameMichael Lee
 Comapany NameUMeWorld Ltd
 September 20, 2022 Page 2
 FirstName LastNameMichael Lee
UMeWorld Ltd
September 20, 2022
Page 2
Chinese regulatory authorities could disallow this structure, which would likely result in a
material change in your operations and/or a material change in the value of
your securities, including that it could cause the value of such securities to significantly
decline or become worthless. Provide a cross-reference to your detailed discussion of risks
facing the company and the offering as a result of this structure.
2.At the forefront of your filing prominently disclosure information regarding the legal and
operational risks associated with being based in or having the majority of the company’s
operations in China. Your disclosure should make clear whether these risks could result in
a material change in your operations and/or the value of your securities or could
significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.
Your disclosure should address how recent statements and regulatory actions by China’s
government, such as those related to the use of variable interest entities and data security
or anti-monopoly concerns, have or may impact the company’s ability to conduct its
business, accept foreign investments, or list on a U.S. or other foreign exchange. Please
disclose whether your auditor, J&S Associates, or its participating auditor, HKCM CPA
&Co. (a Hong Kong registered auditing firm) are subject to the determinations announced
by the PCAOB on December 16, 2021 and whether and how the Holding Foreign
Companies Accountable Act and related regulations will affect your company.  Disclose
that trading in your securities may be prohibited under the Holding Foreign Companies
Accountable Act if the PCAOB determines that it cannot inspect or investigate completely
your auditor, and that as a result an exchange may determine to delist your securities.
3.At the forefront of your filing clearly disclose how you will refer to the holding company,
subsidiaries, and VIEs when providing the disclosure throughout the document so that it is
clear to investors which entity the disclosure is referencing and which subsidiaries or
entities are conducting the business operations. Refrain from using terms such as “we” or
“our” when describing activities or functions of a VIE. For example, disclose, if true, that
your subsidiaries and/or your VIE conduct operations in China, that your VIE is
consolidated for accounting purposes but is not an entity in which you own equity, and
that the holding company does not conduct operations. Disclose clearly the entity
(including the domicile) in which investors hold an interest.
4.At the forefront of your filing, and in the Liquidity and Capital Resources section on page
36, provide a description of how cash is transferred through your organization and
disclose your intentions to distribute earnings or settle amounts owed under the VIE
agreements. State whether any transfers, dividends, or distributions have been made to
date between the holding company, its subsidiaries, and consolidated VIEs, or to
investors, and quantify the amounts where applicable.  Quantify any cash flows
and transfers of other assets by type that have occurred between the holding company, its
subsidiaries, and your consolidated VIE, and direction of transfer.  Quantify any dividends
or distributions that a subsidiary or consolidated VIE have made to the holding company
and which entity made such transfer, and their tax consequences.  Similarly quantify

 FirstName LastNameMichael Lee
 Comapany NameUMeWorld Ltd
 September 20, 2022 Page 3
 FirstName LastNameMichael Lee
UMeWorld Ltd
September 20, 2022
Page 3
dividends or distributions made to U.S. investors, the source, and their tax consequences.
Your disclosure should make clear if no transfers, dividends, or distributions have been
made to date.  Describe any restrictions on foreign exchange and your ability to transfer
cash between entities, across borders, and to U.S. investors.  Describe any restrictions and
limitations on your ability to distribute earnings from the company, including your
subsidiaries and/or your consolidated VIE, to the parent company and U.S. investors as
well as the ability to settle amounts owed under the VIE agreements.  Provide cross-
references to the condensed consolidating schedule and the consolidated financial
statements.

D. Risk Factors, page 8
5.In the forepart of your risk factors section, disclose the risks that your corporate structure
and being based in China poses to investors. In particular, describe the significant
regulatory, liquidity, and enforcement risks.  Specifically discuss risks arising from the
legal system in China, including risks and uncertainties regarding the enforcement of laws
and that rules and regulations in China can change quickly with little advance notice; and
the risk that the Chinese government may intervene or influence your operations at any
time, or may exert more control over offerings conducted overseas and/or foreign
investment in China-based issuers, which could result in a material change in your
operations and/or the value of your securities.  Acknowledge any risks that any actions by
the Chinese government to exert more oversight and control over offerings that are
conducted overseas and/or foreign investment in China-based issuers could significantly
limit or completely hinder your securities and cause the value of such securities to
significantly decline or be worthless.
6.We note that the PCAOB indicates that HKCM CPA & Co, a Hong Kong
registered auditing firm, appears to have participated in J&S Associate's audit of
your financial statements.  We note that HKCM CPA & Co. is currently subject to the
PCAOB's board's determination under the Holding Foreign Companies Accountable Act.
Please expand your risk factors to disclose that the United States Senate has passed the
Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would
decrease the number of “non-inspection years” from three years to two years, and thus,
would reduce the time before your securities may be prohibited from trading or delisted.
Update your disclosure to reflect that the Commission adopted rules to implement the
HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its report notifying the
Commission of its determination that it is unable to inspect or investigate completely
accounting firms headquartered in mainland China or Hong Kong.
7.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security.  Please revise your disclosure to explain how this
oversight impacts your business and to what extent you believe that you are compliant
with the regulations or policies that have been issued by the CAC to date.

 FirstName LastNameMichael Lee
 Comapany NameUMeWorld Ltd
 September 20, 2022 Page 4
 FirstName LastNameMichael Lee
UMeWorld Ltd
September 20, 2022
Page 4
Item 4. Information of the Company
C. Organizational Structure, page 31
8.Revise your corporate structure diagram to not use solid lines with arrows when
describing the VIEs.  Instead consider using dashed lines without arrows when describing
the VIEs. Also, revise to make it clear how UMeLook Limited (HK) owns UMeLook
(Guangzhou) Information Technology Co. Ltd. (UMeLook GuangZhou).  Your current
diagram does not show a solid or a dashed line between these two entities.
9.We note your statement that, “These contractual arrangements allow us to exercise
effective control over our VIE and receive substantially all of the economic benefits of our
VIE”  We also note your heading on page 32 which states, “Agreements that provide us
with effective control over the VIE.”  In this regard, please refrain from implying that the
contractual agreements are equivalent to equity ownership in the business of the VIE.
Any references to control or benefits that accrue to you because of the VIE should be
limited to a clear description of the conditions you have satisfied for consolidation of the
VIE under U.S. GAAP.  Your disclosure should clarify that you are the primary
beneficiary of the VIE for accounting purposes.  Please also disclose, if true, that the VIE
agreements have not been tested in a court of law.
10.We note that your consolidated VIE constitutes a material part of your consolidated
financial statements.  Please provide in tabular form a condensed consolidating schedule
that disaggregates the operations and depicts the financial position, cash flows, and results
of operations as of the same dates and for the same periods for which audited consolidated
financial statements are required.  The schedule should present major line items, such as
revenue and cost of goods/services, and subtotals and disaggregated intercompany
amounts, such as separate line items for intercompany receivables and investment in
subsidiary.  The schedule should also disaggregate the parent company, the VIE and its
consolidated subsidiaries, the WFOEs that are the primary beneficiary of the VIE, and an
aggregation of other entities that are consolidated. The objective of this disclosure is to
allow an investor to evaluate the nature of assets held by, and the operations of, entities
apart from the VIE, as well as the nature and amounts associated with intercompany
transactions.  Any intercompany amounts should be presented on a gross basis and when
necessary, additional disclosure about such amounts should be included in order to make
the information presented not misleading.
Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Cash, page F-11
11.We note your statement that cash and cash equivalents primarily consist of cash and
deposits with financial institutions which are unrestricted as to withdrawal and use.  This
statement appears to contradict your statement on page 38.  Please clarify and revise your
disclosure to address the following:

 FirstName LastNameMichael Lee
 Comapany NameUMeWorld Ltd
 September 20, 2022 Page 5
 FirstName LastName
Michael Lee
UMeWorld Ltd
September 20, 2022
Page 5
•Disclose the jurisdiction that holds your cash and cash equivalents and address to
what extent financial institutions in those jurisdictions insure your cash and cash
equivalents;
•Disclose any restrictions associated with the transfer of cash outside its current
jurisdiction;
•Disclose how cash is transferred through your organization;
•Disclose your intentions to distribute earnings or settle amounts owed to the parent
holding company; and
•State whether any transfers, dividends, or distributions have been made to date
between the holding company, its subsidiaries, consolidated VIEs, and your U.S.
investors, and quantify the amounts where applicable.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Joseph Kempf, Senior Staff Accountant, at 202-551-3352 or Inessa
Kessman, Senior Staff Accountant, at 202-551-3371with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology