UMeWorld, Ltd. (ALRXF)

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Form 8-K for ALPHARX INC
Form 8-K for ALPHARX INC
31-Aug-2012

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01. Entry into a Material Definitive Agreement.

On August 29, 2012, we entered into an agreement (the "Agreement") to acquire UMeLook Holdings Limited ("UMeLook Holdings"), a corporation formed pursuant to the laws of the British Virgin Islands on February 12, 2012, from its shareholders. Under the terms of the transaction (the "Transaction") we will acquire 7,000 shares of the common stock of UMeLook Holdings, representing 100% of its securities outstanding in exchange for Seventy Million (70,000,000) newly issued shares of our common stock and 2,000,000 options to purchase common shares. The options are exercisable until September 30, 2017, at the price of $.50 per share. Prior to the acquisition, we had 19,036,000 common shares outstanding. After the acquisition of UMeLook Holdings, we will have 89,036,000 common shares outstanding. There will not be a change of control of our officers and Board of Directors as a result of the Transaction. As such, Michael Lee will remain our President, Chief Executive Officer and Director. There will be a change of our shareholder voting control as a result of the transaction. After the transaction, Vago International Limited, a company controlled by Yee W. Chu will hold 62.90% of our outstanding common shares.

On August 30, 2012, we completed the transaction and acquired all of the issued and outstanding shares of UMeLook Holdings. We are engaged in the development of proven therapies by reformulating FDA approved and marketed drugs using proprietary drug delivery technology. As of our last fiscal year, our revenues were approximately $183,500, representing the sale of our product in Mexico and income from consulting services. For the nine-month period ended June 30, 2012, our revenues were $102,306, and during July and August, 2012, we generated additional revenues of approximately $26,138. Presently, we offer our Indaflex prescription drug product for the treatment of inflammation in one country, Mexico.

We plan to offer digital media products in China through UMeLook Holdings which was formed on February 12, 2012. UMeLook Holdings' operations will be conducted through its wholly owned subsidiary UMeLook Limited, a company formed under the laws of Hong Kong on February 23, 2012, which is 100% owned by UMeLook Holdings. As a result of the transaction, UMeLook Holdings will become our wholly owned subsidiary. UMeLook Limited will remain a subsidiary of UMeLook Holdings after the transaction. As a result of the transaction, our management will become the management of UMeLook Holdings and UMeLook Limited. To date, UMeLook Holdings and UMeLook Limited have not generated revenues. There is no assurance that the acquisition of UMeLook Holdings and UMeLook Limited will increase our revenues or cause us to be profitable.