QDM International Inc. - Quarter Report: 2023 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2023

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

For the transition period from __________ to __________

Commission File Number: 000-27251

QDM International Inc.

(Exact name of registrant as specified in its charter)

Florida

59-3564984

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer

Identification No.)

Room 1030B, 10/F, Ocean Centre, Harbour City, 5 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong		-
(Address of principal executive offices)		(Zip Code)

+852 8491 2508

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.0001

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of November 13, 2023, there were 29,156,393 shares of common stock, par value $0.0001 per share, of the registrant issued and outstanding.

QDM INTERNATIONAL INC.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2023

TABLE OF CONTENTS

		Page
Cautionary Note Regarding Forward-Looking Statements		ii

PART I – FINANCIAL INFORMATION		1

Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18

PART II – OTHER INFORMATION		19

Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	19

SIGNATURES		20

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Report”), including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. These statements are based on management’s current expectations, but actual results may differ materially due to various factors, including, but not limited to:

	●	the impact of public health epidemics, including the COVID-19 pandemic in Mainland China, Hong Kong and the rest of the world, on the market we operate in and our business, results of operations and financial condition;

	●	the impact of political uncertainty and social unrest in Hong Kong and laws, rules and regulations of the Chinese government aimed at addressing such unrest;

	●	the market for our services in Hong Kong and Mainland China;

	●	our expansion and other plans and opportunities;

	●	our future financial and operating results, including revenues, income, expenditures, cash balances and other financial items;

	●	current and future economic and political conditions in Hong Kong and Mainland China;

	●	the future growth of the Hong Kong insurance industry as a whole and the professional insurance intermediary sector in particular;

	●	our ability to attract customers, further enhance our brand recognition;

	●	our ability to hire and retain qualified management personnel and key employees in order to enable them to develop our business;

	●	changes in applicable laws or regulations in Hong Kong related to or that could impact our business;

	●	our management of business through a U.S. publicly-traded and reporting company; and

	●	other assumptions regarding or descriptions of potential future events or circumstances described in this Report underlying or relating to any forward-looking statements.

The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Report. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this Report, those results or developments may not be indicative of results or developments in subsequent periods.

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

QDM INTERNATIONAL INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30 AND MARCH 31, 2023

	September 30, 2023			March 31, 2023
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	5,473,644		$	2,717,745
Accounts receivable		132,448			291,900
Prepaid expenses		18,839			18,856
Total current assets		5,624,931			3,028,501

Right of use assets – operating lease		249,656			75,557
Long-term prepaids		86,316			27,720
Property and equipment, at cost, net		96,621			18,256

Total assets	$	6,057,524		$	3,150,034

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable & accrued liabilities	$	1,397,905		$	222,753
Operating lease liabilities - current		111,825			29,393
Income tax payable		219,995			-
Due to related party		1,167,129			1,047,108

Total current liabilities		2,896,854			1,299,254

Operating lease liabilities – non current		142,206			44,406
Total liabilities		3,039,060			1,343,660

Stockholders’ equity:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 545,386 and 545,386 issued and outstanding as of September 30, 2023 and March 31, 2023, respectively		54			54
Common stock, $0.0001 par value, 200,000,000 shares authorized, 29,156,393 and 29,156,393 shares issued and 29,155,920 and 29,155,920 shares outstanding as of September 30, 2023 and March 31, 2023, respectively		3,519			3,519
Subscription receivable		(48,718	)		(48,718	)
Treasury stock, 473 and 473 shares at cost		(60,395	)		(60,395	)
Additional paid-in capital		11,901,231			11,901,231
Accumulated deficit		(8,779,733	)		(9,990,987	)
Accumulated other comprehensive income		2,506			1,670
Total stockholders’ equity		3,018,464			1,806,374

Total liabilities and stockholders’ equity	$	6,057,524		$	3,150,034

See accompanying notes to condensed consolidated financial statements.

QDM INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

	For the Three Months Ended September 30,						For the Six Months Ended September 30,
	2023			2022			2023			2022
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenue	$	1,163,726		$	13,181		$	4,437,013		$	22,963
Cost of sales		713,636			13,181			2,759,717			22,963
Gross profit		450,090			—			1,677,296			—

Operating expenses
General & administrative expenses	$	123,923		$	74,822		$	278,567		$	171,447
Total operating expenses		123,923			74,822			278,567			171,447

Income (loss) from operations		326,167			(74,822	)		1,398,729			(171,447	)

Other (income) expense
Finance costs		253			186			721			743
Other (income) expense, net		(2,473	)		(1,743	)		(33,241	)		(2,769	)
Total other expense (income)		(2,220	)		(1,557	)		(32,520	)		(2,026	)

Income(loss) before income taxes		328,387			(73,265	)		1,431,249			(169,421	)

Current income tax expense		59,775			—			219,995			—

Net income(loss)	$	268,612		$	(73,265	)	$	1,211,254		$	(169,421	)

Other comprehensive income (loss)
Currency translation adjustment		973			1,776			836			3,303
Total comprehensive income (loss)	$	269,585		$	(71,489	)	$	1,212,090		$	(166,118	)

Earnings (loss) per share of common stock:
Basic	$	0.01		$	(0.35	)	$	0.04		$	(0.81	)
Diluted	$	0.01		$	(0.35	)	$	0.04		$	(0.81	)

Weighted average basic & diluted shares outstanding:
Preferred stock		545,386			545,386			545,386			545,386
Common stock		29,155,920			209,520			29,155,920			209,520

See accompanying notes to condensed consolidated financial statements.

QDM INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

For the three months ended

	Preferred Stock		Common Stock		Treasury Stock			Preferred Stock Amount		Common Stock Amount		Treasury Amount			Additional Paid-in Capital		Subscription Receivable			Accumulated Deficit			Accumulated Other Comprehensive Income		Total
Balance June 30, 2022 (Unaudited)		545,386		209,993		(473	)	$	54	$	624		(60,395	)	$	9,468,667	$	(48,718	)	$	(10,131,693	)	$	2,860	$	(768,601	)
Net loss		—		—		—			—		—		—			—		—			(73,265	)		—		(73,265	)
Investment from stockholder		—		—		—			—		—		—			150,000		—			—			—		150,000
Other comprehensive income		—		—		—			—		—		—			—		—			—			1,776		1,776
Balance September 30, 2022 (Unaudited)		545,386		209,993		(473	)	$	54	$	624		(60,395	)	$	9,618,667	$	(48,718	)	$	(10,204,958	)	$	4,636	$	(690,090	)

Balance June 30, 2023 (Unaudited)		545,386		29,156,393		(473	)	$	54	$	3,519		(60,395	)	$	11,901,231	$	(48,718	)	$	(9,048,345	)	$	1,533	$	2,748,879
Net income		—		—		—			—		—		—			—		—			268,612			—		268,612
Other comprehensive income		—		—		—			—		—		—			—		—			—			973		973
Balance September 30, 2023 (Unaudited)		545,386		29,156,393		(473	)	$	54	$	3,519		(60,395	)	$	11,901,231	$	(48,718	)	$	(8,779,733	)	$	2,506	$	3,018,464

For the six months ended

	Preferred Stock		Common Stock		Treasury Stock			Preferred Stock Amount		Common Stock Amount		Treasury Amount			Additional Paid-in Capital		Subscription Receivable			Accumulated Deficit			Accumulated Other Comprehensive Income		Total
Balance March 31, 2022		545,386		209,993		(473	)	$	54	$	624		(60,395	)	$	9,468,667	$	(48,718	)	$	(10,035,537	)	$	1,333	$	(673,972	)
Net loss		—		—		—			—		—		—			—		—			(169,421	)		—		(169,421	)
Investment from stockholder		—		—		—			—		—		—			150,000		—			—			—		150,000
Other comprehensive income		—		—		—			—		—		—			—		—			—			3,303		3,303
Balance September 30, 2022 (Unaudited)		545,386		209,993		(473	)	$	54	$	624		(60,395	)	$	9,618,667	$	(48,718	)	$	(10,204,958	)	$	4,636	$	(690,090	)

Balance March 31, 2023		545,386		29,156,393		(473	)	$	54	$	3,519		(60,395	)	$	11,901,231	$	(48,718	)	$	(9,990,987	)	$	1,670	$	1,806,374
Net income		—		—		—			—		—		—			—		—			1,211,254			—		1,211,254
Other comprehensive income		—		—		—			—		—		—			—		—			—			836		836
Balance September 30, 2023 (Unaudited)		545,386		29,156,393		(473	)	$	54	$	3,519		(60,395	)	$	11,901,231	$	(48,718	)	$	(8,779,733	)	$	2,506	$	3,018,464

See accompanying notes to condensed consolidated financial statements.

QDM INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

	September 30, 2023			September 30, 2022
	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net income (loss)	$	1,211,254		$	(169,421	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		14,329			3,453
Non-cash lease expenses		6,133			—
Changes in working capital:
Accounts receivable & other receivable		159,452			461
Prepaid expenses		16			(14,393	)
Long-term prepaid expenses		(58,595	)		—
Accounts payable & accrued liabilities		1,175,153			(6,855	)
Income tax payable		219,995			—
Due to a related party		(8,807	)		3,768
Net cash provided by (used in) operating activities		2,718,930			(182,987	)

Cash flows from investing activities:
Purchase of property and equipment		(92,693	)		(14,628	)
Net cash used in investing activities		(92,693	)		(14,628	)

Cash flows from financing activities:
Proceeds borrowed from related parties		129,869			166,846
Deferred costs related to equity financing		—			(34,003	)
Contribution from stockholders		—			150,000
Net cash provided by financing activities		129,869			282,843

EFFECT OF EXCHANGE RATE CHANGES ON CASH		(207	)		(506	)
NET INCREASE (DECREASE) IN CASH		2,755,899			84,722
CASH, BEGINNING OF PERIOD	$	2,717,745		$	69,658
CASH, END OF PERIOD		5,473,644			154,380

SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	$	—		$	—
Cash paid for income taxes	$	—		$	—

See accompanying notes to condensed consolidated financial statements.

QDM International Inc.

Notes to Condensed Consolidated Financial Statements
September 30, 2023 and 2022

1. Organization and principal activities

QDM International Inc. (“QDM,” and collectively with its subsidiaries, the “Company”) was incorporated in Florida in March 2020 and is the successor to 24/7 Kid Doc, Inc. (“24/7 Kid”), which was incorporated in Florida in November 1998. The Company conducts its business through an indirectly wholly owned subsidiary, Hong Kong Yeetah Insurance Broker Limited, formerly known as YeeTah Insurance Consultant Limited (“Yeetah”), a licensed insurance brokerage company located in Hong Kong, China. Yeetah sells a wide range of insurance products, consisting of two major categories: (1) life and medical insurance, such as individual life insurance; and (2) general insurance, such as automobile insurance, commercial property insurance, liability insurance, homeowner insurance. In addition, as a Mandatory Provident Fund (“MPF”) intermediary, Yeetah also assists its customers with their investment through the MPF and the Occupational Retirement Schemes Ordinance schemes (“ORSO”) in Hong Kong, both of which are retirement protection schemes set up for employees.

On October 21, 2020, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with QDM Holdings Limited, a BVI company (“QDM BVI”), and Huihe Zheng, the sole shareholder of QDM BVI (the “QDM BVI Shareholder”), who is also the Company’s principal stockholder, Chairman and Chief Executive Officer, to acquire all the issued and outstanding capital stock of QDM BVI in exchange for the issuance to the QDM BVI Shareholder 30,000 shares (900,000 shares before the Reverse Split (as defined below)) of a newly designated Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), with each Series C Preferred Stock initially being convertible into 11 shares of the Company’s common stock, par value $0.0001 per share, subject to certain adjustments and limitations (the “Share Exchange”). The Share Exchange closed on October 21, 2020.

As a result of the consummation of the Share Exchange, the Company acquired all the issued and outstanding capital stock of QDM BVI and its subsidiaries, QDM Group Limited, a Hong Kong corporation and wholly owned subsidiary of QDM BVI (“QDM HK”) and Yeetah.

The Company was a shell company prior to the reverse acquisition which occurred as a result of the consummation of the transaction contemplated by the Share Exchange Agreement, and QDM BVI was a private operating company. The reverse acquisition by a non-operating public shell company of a private operating company typically results in the owners and management of the private company having actual or effective voting and operating control of the combined company. Therefore, the reverse acquisition is considered a capital transaction in substance. In other words, the transaction is a reverse recapitalization, equivalent to the issuance of stock by the private company for the net monetary assets of the shell company accompanied by a recapitalization. Therefore, the acquisition was accounted for as a recapitalization and QDM BVI is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of QDM BVI have been brought forward at their book value and no goodwill has been recognized.

Accordingly, the reverse acquisition has been treated as a corporate restructuring (reorganization) of entities under common control and thus the current capital structures of QDM BVI and its wholly-owned subsidiary QDM HK and its wholly-owned subsidiary, Yeetah, have been retrospectively presented in prior periods as if such structures existed at that time and in accordance with ASC 805-50-45-5.

As a result of the Share Exchange, the Company ceased to be a shell company.

On November 3, 2021, the Company acquired 100% of the issued and outstanding shares of QDMI Software Group Limited (“QDMS”), a company incorporated on February 6, 2020 in Cyprus. The Company acquired QDMS through an intermediary holding company, Lutter Global Limited (“LGL”), which was incorporated on July 29, 2021 in the BVI. Before the acquisition, Huihe Zheng was the sole shareholder of QDMS. As part of the acquisition, Mr. Zheng sold all the shares of QDMS to LGL for a consideration of EUR5,000 in November 2021 and at the same time the sole shareholder of LGL, Mengting Xu, transferred all her shares in LGL to the Company for a consideration of US$1.00. As a result, the Company acquired a 100% ownership of LGL, which, in turn, owns 100% of QDMS. Accordingly, the acquisition has been treated as a corporate restructuring (reorganization) of entities under common control and thus the current capital structures of QDMS and LGL have been retrospectively presented in prior periods as if such structures existed at that time and in accordance with ASC 805-50-45-5.

2. Summary of significant accounting policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for annual consolidated financial statements. In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of September 30, 2023, and for the three and six months ended September 30, 2023 and 2022. The results of operations for the three and six months ended September 30, 2023 are not necessarily indicative of the operating results for the full year ending March 31, 2023 or any other period. These unaudited condensed consolidated financial statements have been derived from the accounting records of the Company and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended March 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on June 29, 2023.

Use of Estimates

The preparation of the Company’s consolidated financial statements in conformity with the U.S. GAAP requires the Company to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The reported amounts of revenues and expenses may be affected by the estimates that management is required to make. Actual results could differ from those estimates.

Foreign Currency and Foreign Currency Translation

The Company’s reporting currency is the United States Dollar (“US$” or “$”). The Company’s operations are principally conducted in Hong Kong where Hong Kong dollar is the functional currency. The functional currency of the Company’s two subsidiaries, Lutter Global Limited and QDMI Software Group Limited, is the Euro.

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 sheet date. The resulting exchange differences are reported in the statements of operations and comprehensive loss.

The exchanges rates used for translation from Hong Kong dollar to US$ was 7.8000, a pegged rate determined by the linked exchange rate system in Hong Kong. This pegged rate was used to translate Company’s balance sheets, income statement items and cash flow items for both the three and six months ended September 30, 2023 and 2022, and the year ended March 31, 2023.

The exchanges rates used for translation from Euro to US$ are as follows:

	September 30, 2023	September 30, 2022	March 31, 2023
Year-end spot rate	EUR 1 = US$1.0584	EUR 1 = US$0.9783	EUR 1 = US$1.0872
Average rate for the period	EUR 1 = US$1.0886	EUR 1 = US$1.0353	EUR 1 = US$1.0414

Certain Risks and Concentration

The Company’s financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and receivables, and other assets. As of September 30, 2023, substantially all of the Company’s cash and cash equivalents were held in major financial institutions located in Hong Kong, which management considers to being of high credit quality.

Cash and Cash Equivalents

Cash and cash equivalents consist of petty cash on hand and cash held in banks, which are highly liquid and have original maturities of three months or less and are unrestricted as to withdrawal or use.

Accounts Receivable

The Company’s receivables are initial recorded at fair value when billed and represent amounts owed by third-party customers. The carrying value of the Company’s receivables, net of the expected credit loss, represents their estimated net realizable value. The Company evaluates the expected credit loss of accounts receivable on a loss rate method based on historical information adjusted for current conditions and future estimated economic performance.

The Company historically did not have bad debts in accounts receivable. There were no bad debt expenses for the three and six months ended September 30, 2023 and 2022 and there was no provision of expected credit loss as of September 30, 2023 and March 31, 2023.

Revenue Recognition

The Company generates revenue primarily by providing insurance brokerage services in Hong Kong. The Company sells insurance products underwritten by insurance companies operating in Hong Kong to its individual customers and primarily generates its income through commissions paid by insurance companies, typically based on a percentage of the premium paid by the insured. Commissions generally vary based on the type and term of insurance products, as well as the particular underwriting insurance carrier, and can be shared with other insurance agent or broker partners.

ASC 606 provides for a five-step model for recognizing revenue from contracts with customers. These five steps include:

	(i)	Identify the contract

	(ii)	Identify performance obligations

	(iii)	Determine transaction price

	(iv)	Allocate transaction price

	(v)	Recognize revenue

The Company enters into insurance brokerage contracts with customers (insurance companies). Performance obligation for these insurance brokerage contracts is to help insurance company customers to promote, coordinate and complete subscriptions of insurance policies offered by customers.

Under ASC 606, revenue is recognized when the customer obtains control of a good or service. A customer obtains control of a good or service if it has the ability to direct the use of and obtain substantially all of the remaining benefits from that good or service. The transfer of control of the Company’s brokerage services generally occurs at a point in time on the effective date of the associated insurance contract when the policy transfers to the customer. The insurance policy entered between the insurance company and the insured customer generally contains a cool-off period of one to two months. When the cool-off period elapses and the insured customer does not withdraw from the insurance policy, the policy becomes effective. Once the transfer of control of a service occurs, the Company has satisfied its insurance brokerage performance obligation and recognizes revenue.

Fair Value Measurement

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs that may be used to measure fair value as follows:

	Level 1:	Quoted prices (unadjusted) in active markets for identical assets or liabilities.

	Level 2:	Observable, market-based inputs, other than quoted prices, in active markets for identical assets or liabilities.

	Level 3:	Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, lease liabilities and due to related party. The carrying amounts of these financial instruments approximate their fair values due to the short-term nature of these instruments. For lease liabilities, fair value approximates their carrying value at the period end as the interest rates used to discount the host contracts approximate market rates

The Company noted no transfers between levels during any of the periods presented. The Company did not have any instruments that were measured at fair value on a recurring nor non-recurring basis as of September 30, 2023.

Property and Equipment

Property and equipment are recorded at cost, less accumulated depreciation and impairment. Depreciation of property and equipment is calculated on a straight-line basis, after consideration of expected useful lives and estimated residual values. The estimated annual deprecation rate of these assets are generally as follows:

Category	Depreciation rate	Estimated residual value
Office equipment	3 years	Nil
Leasehold improvements	Shorter of lease term or 3 years	Nil

Expenditures for maintenance and repairs are expensed as incurred. Gains and losses on disposals are the differences between net sales proceeds and carrying amount of the relevant assets and are recognized in the statements of operations and comprehensive loss.

Impairment of Long-Lived Assets

The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amounts to the expected future undiscounted cash flows attributable to these assets. If it is determined that an asset is not recoverable, an impairment loss is recorded in the amount by which the carrying amount of the assets exceeds the expected discounted cash flows arising from those assets.

There were no impairment losses for the three and six months ended September 30, 2023 and 2022.

Leases

Arrangements meeting the definition of a lease are classified as operating or finance leases, and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term.

In calculating the right of use asset and lease liability, the Company elects to combine lease and non-lease components as permitted under ASC 842. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term.

Taxation

Current income taxes are provided on the basis of net profit for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions.

Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements, net operating loss carryforwards and credits. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided in accordance with the laws of the relevant taxing authorities. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in which temporary differences are expected to be reversed or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the statement of operations and comprehensive income in the period of the enactment of the change.

The Company considers positive and negative evidence when determining whether a portion or all of its deferred tax assets will more likely than not be realized. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry-forward periods, its experience with tax attributes expiring unused, and its tax planning strategies. The ultimate realization of deferred tax assets is dependent upon its ability to generate sufficient future taxable income within the carry-forward periods provided for in the tax law and during the periods in which the temporary differences become deductible. When assessing the realization of deferred tax assets, the Company has considered possible sources of taxable income including (i) future reversals of existing taxable temporary differences, (ii) future taxable income exclusive of reversing temporary differences and carry-forwards, (iii) future taxable income arising from implementing tax planning strategies, and (iv) specific known trend of profits expected to be reflected within the industry.

The Company recognizes a tax benefit associated with an uncertain tax position when, in its judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, the Company initially and subsequently measures the tax benefit as the largest amount that the Company judges to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. The Company’s liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the period in which they are identified. The Company’s effective tax rate includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as considered appropriate by management. The Company classifies interest and penalties recognized on the liability for unrecognized tax benefits as income tax expense.

Stock-Based Compensation

The Company recognizes stock-based compensation in accordance with FASB ASC 718, Stock Compensation. ASC 718 requires that the cost resulting from all stock-based transactions be recorded in the financial statements. It establishes fair value as the measurement objective in accounting for stock-based payment arrangements and requires all entities to apply a fair-value-based measurement in accounting for stock-based payment transactions with employees. ASC 718 also establishes fair value as the measurement objective for transactions in which an entity acquires goods or services from non-employees in stock-based payment transactions.

Earnings per share

Basic earnings per share is computed by dividing net income attributable to holders of common stock by the weighted average number of shares of common stock outstanding during the period using the two-class method. Under the two-class method, net income is allocated between shares of common stock and other participating securities based on their participating rights. Net loss is not allocated to other participating securities if based on their contractual terms they are not obligated to share in the losses. Diluted earnings per share is calculated by dividing net income attributable to holders of common stock by the weighted average number of common and dilutive common equivalent shares outstanding during the period. Common equivalent shares are not included in the denominator of the diluted loss per share calculation when inclusion of such shares would be anti-dilutive.

Recently Issued Accounting Standards

In June 2016, the Financial Accounting Standards Board (FASB) issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which requires an entity to utilize a new impairment model known as the current expected credit loss (CECL) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial assets and certain other instruments, including but not limited to available-for-sale debt securities. Credit losses relating to available-for-sale debt securities will be recorded through an allowance for credit losses rather than as a direct write-down to the security. ASU 2016-13 requires a cumulative effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective. In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates, which defers the effective date of ASU 2016-13 to fiscal years beginning after December 15, 2022 for all entities except SEC reporting companies that are not smaller reporting companies. ASU 2016-13 became effective for the Company beginning April 1, 2023. The adoption of the new standard does not have a material impact on the Company.

The Company has reviewed all the other recent accounting pronouncements issued to date of the issuance of these financial statements, and does not believe any of these pronouncements will have a material impact on the Company.

3. Equity

Yeetah is a registered insurance broker in Hong Kong and subject to certain Hong Kong insurance broker requirements regarding its share capital and net assets. Pursuant to the requirements, a licensed insurance broker must at all times maintain a paid-up share capital of not less than US$64,103 (HK$500,000) and net assets of not less than US$64,103 (HK$500,000), subject to certain transitional arrangements, pursuant which, the Company is required to maintain the amount of paid-up share capital and net assets of (i) not less than US$12,821 (HK$100,000) for the period from September 23, 2019 to December 31, 2021 and (ii) not less than US$38,462 (HK$300,000) for the period from January 1, 2022 to December 31, 2023. Yeetah was in compliance with the requirements as of September 30, 2023.

There were no stock transactions, including preferred stock, common stock and treasury stock, during the three and six months ended September 30, 2023 and 2022.

4. Related Party Transaction

Related Parties

Name of related parties		Relationship with the Company
Siu Ping Lo		Responsible officer of Yeetah
Huihe Zheng		Principal stockholder, Chief Executive Officer and Chairman of the Company
YeeTah Financial Group Co., Ltd. (“YeeTah Financial”)		A company formerly controlled by Siu Ping Lo
Ouya Properties Group Ltd. (“OPG”)		A company controlled by Huihe Zheng

Related Party Transactions

	(i)	During the three and six months ended September 30, 2022, YeeTah Financial charged Yeetah US$12,993 and US$22,683 commission expenses in relation to insurance referral services rendered by YeeTah Financial. During the three and six months ended September 30, 2023, YeeTah Financial no longer is a related party to the Company since YeeTah Financial is no longer controlled by Siu Ping Lo.

	(ii)	During the three and six months ended September 30, 2023, Huihe Zheng advanced $27,521 and $128,282 (2022: US$95,628 and US$165,097) to the Company to support its operations.

	(iii)	During the three and six months ended September 30, 2023, OPG advanced US$ nil and US$ nil (2022: US$1,817 and US$1,817) to the Company to support its operations.

Due to Related Party Balance

The Company’s due to related party balance is as follows:

	September 30, 2023		March 31, 2023
	US$		US$
Huihe Zheng		1,164,012		1,035,730
OPG		3,117		3,202
YeeTah Financial		—		8,176
Total		1,167,129		1,047,108

The due to related party balance is unsecured, interest-free and due on demand.

Subscription Receivable Due from a Stockholder

The Company’s subscription receivable due from a stockholder balance is as follows:

	September 30, 2023		March 31, 2023
	US$		US$
Huihe Zheng		48,718		48,718
Total		48,718		48,718

The due from stockholder balances represent the purchase price for shares of QDM BVI to be paid by Mr. Huihe Zheng. These due from stockholder balances at of the balance sheet dates were unsecured, interest-free and due on demand.

5. Income Taxes

Hong Kong

Under the current Hong Kong Inland Revenue Ordinance, the Company’s Hong Kong subsidiaries are subject to a 16.5% income tax on their taxable income generated from operations in Hong Kong. On December 29, 2017, Hong Kong government announced a two-tiered profit tax rate regime. Under the two-tiered tax rate regime, the first HK$2.0 million assessable profits will be subject to a lower tax rate of 8.25% and the excessive taxable income will continue to be taxed at the existing 16.5% tax rate. The two-tiered tax regime becomes effective from the assessment year of 2018/2019, which was on or after April 1, 2018. The application of the two-tiered rates is restricted to only one nominated enterprise among connected entities.

BVI

Under the current laws of the BVI, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends to the shareholders, no BVI withholding tax will be imposed.

Cyprus

Under the current laws of the Cyprus, the Company’s Cyprus subsidiary is subject to a standard income tax rate of 12.5% on income accrued or derived from all sources in Cyprus and abroad.

Under the current Florida state and US federal income tax, the Company does not need to pay income taxes as Florida state does not levy income tax. The federal income tax is based on a flat rate of 21% for the calendar year of 2023 (2022: 21%).

Uncertain tax positions

The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of September 30, 2023, the Company did not have any significant unrecognized uncertain tax positions.

6. Commitments and Contingencies

Other than two office leases both with a lease term of 3 years that the Company entered into in February 2022 (the “2022 Office Lease”) and in April 2023 (the “2023 Office Lease”) as below, the Company did not have significant commitments, long-term obligations, or guarantees as of September 30, 2023 and 2022.

Operating lease

The 2022 Office Lease has a remaining lease term of the operating lease of 1.4 years and discount rate used for the operating lease is 4.9%.

The 2023 Office Lease has a remaining lease term of the operating lease of 2.6 years and discount rate used for the operating lease is 10.34%.

During the three months ended September 30, 2023 and 2022, the operating lease expense recognized was $32,113 and $10,543 respectively.

During the six months ended September 30, 2023 and 2022, the operating lease expense recognized was $57,755 and $21,086 respectively.

	2022 Office Lease			2023 Office Lease			Total
2024	$	21,086		$	44,371		$	65,457
2025		35,143			88,745			123,888
2026 and after		—			95,186			95,186
Total future minimum lease payments	$	56,229		$	228,302		$	284,531
Less: imputed interest		(1,905	)		(28,595	)		(30,500	)
Total operating lease liability	$	54,324		$	199,707		$	254,031
Less: operating lease liability - current		40,409			71,416			111,825
Total operating lease liability – non current	$	13,915		$	128,291		$	142,206

Contingencies

The Company is subject to legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome arising out of any such matter will have a material adverse effect on our business, financial position, cash flows or results of operations taken as a whole. As of September 30, 2023, the Company is not a party to any material legal or administrative proceedings.

7. Subsequent Events

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2023 through the date of issuance of the financial statements and has determined that it does not have any other material subsequent events to disclose in these financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis is based on, and should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Report. Management’s Discussion and Analysis of Financial Condition and Results of Operations contains statements that are forward-looking. These statements are based on current expectations and assumptions that are subject to risk, uncertainties and other factors. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations. Actual results could differ materially because of the factors discussed in “Risk Factors” elsewhere in this Report, and other factors that we may not know.

Overview

From 2016 to 2020, we were a telemedicine company that provides Connect-a-Doc telemedicine kits to schools. Our services aimed to provide alternatives to schools that desire to provide a higher level of healthcare to their students but are unable to keep a full-time school nurse available. In 2020 this business was discontinued and we became a non-operating “shell” company until our acquisition of Yeetah, as more fully described below.

On October 21, 2020, we entered into the Share Exchange Agreement with QDM BVI, and Huihe Zheng, the sole shareholder of QDM BVI, who is also our principal stockholder and serves as our Chairman and Chief Executive Officer, to acquire all the issued and outstanding capital stock of QDM BVI in exchange for the issuance to Mr. Zheng 30,000 shares (900,000 shares before the Reverse Split) of a newly designated Series C Preferred Stock, with each share of Series C Preferred Stock initially being convertible into 11 shares of our common stock, subject to certain adjustments and limitations. The Share Exchange closed on October 21, 2020.

As a result of the consummation of the Share Exchange, we acquired QDM BVI and its indirect subsidiary, Yeetah, an insurance brokerage company primarily markets and sells diversified insurance products, including property, life and social security insurance products, underwritten by insurance companies operating in Hong Kong to individual customers from Hong Kong SAR and Mainland China. In addition, under the insurance regulations in Hong Kong, Yeetah also provides customized risk management consulting services and its Hong Kong customers with assistance in purchase of other investment insurance products. Following the closing of the transaction, we have assumed the business operations of QDM BVI and its subsidiaries.

On November 3, 2021, the Company acquired 100% of the issued and outstanding shares of QDMS, a company incorporated on February 6, 2020 in Cyprus. The Company acquired QDMS through an intermediary holding company, LGL, which was incorporated on July 29, 2021 in the BVI. Before the acquisition, Huihe Zheng was the sole shareholder of QDMS. As part of the acquisition, Mr. Zheng sold all the shares of QDMS to LGL for a consideration of EUR5,000 in November 2021 and at the same time the sole shareholder of LGL, Mengting Xu, transferred all her shares in LGL to the Company for a consideration of US$1.00. As a result, the Company acquired 100% ownership of LGL, which, in turn, owns 100% of QDMS. QDMS plans to engage in the research and development of customer relationship management (“CRM”) software as a service (“SaaS”), with a business model derived from “customer-centered” CRM concept to improve enterprise-customers relationship. We plan to market QDMS’ SaaS services to our network of banks, securities companies, insurance companies and other financial services providers in Hong Kong and China.

In March 2023, the Company consummated a closing of a public offering of its common stock, par value $0.0001 per share (the “2023 Offering”), in which the Company issued and sold an aggregate of 28,910,400 shares of its common stock at a price of $0.081 per share to certain investors, generating gross proceeds to the Company of $2,339,937.

Impact of COVID-19

In 2019, an outbreak of a novel strain of the coronavirus, COVID-19, was identified in China and has subsequently been recognized as a pandemic by the World Health Organization. The COVID-19 pandemic has severely restricted the level of economic activity around the world. In response to this pandemic, the governments of many countries, states, cities and other geographic regions, including Hong Kong, have taken preventative or protective actions, such as imposing restrictions on travel and business operations and advising or requiring individuals to limit or forego their time outside of their homes.

During the COVID-19 pandemic, insurance brokers in Hong Kong have been greatly affected by the implementation of travel restrictions and social distancing measures. These restrictions and measures have resulted in a significant decrease in new business for insurance brokers, such as Yeetah, that rely on in-person consultations and storefronts for customer acquisition.

Customers from mainland China contributed to a large part of Yeetah’s commissions. Regulations require their physical presence in Hong Kong to complete the policy contract. However, due to the political turmoil and travel restrictions related to the COVID-19 epidemic, mainland Chinese customers dropped sharply. As a result, Yeetah’s revenue from commissions on new business decreased significantly during the pandemic. Yeetah’s commissions from renewal premiums were materially affected since the mainland Chinese customers were late in making the renewal payments due to inability to visit Hong Kong to make the payments. Most of Yeetah’s mainland customers do not have Hong Kong bank account and used to pay their premiums through credit card or in cash in person.

In early 2023, Hong Kong has fully reopened its borders with mainland China. With the lifting of travel restriction, customers from mainland China can travel to Hong Kong again to meet with insurance brokers. As a result, the Company’s revenue has significantly increased for the three and six months ended September 30, 2023 compared to the same period of 2022. Refer to “Results of Operations” below for details.

In May 2023, the World Health Organization declared an end to the Covid-19 emergency.

Results of Operations

Three and Six Months Ended September 30, 2023 and 2022

The following table presents an overview of the results of operations for the three and six months ended September 30, 2023 and 2022:

	For The Three Months Ended		For The Three Months Ended			For The Six Months Ended		For The Six Months Ended
	September 30, 2023		September 30, 2022			September 30, 2023		September 30, 2022
Revenue	$	1,163,726		13,181		$	4,437,013		22,963
Cost of sales		713,636		13,181			2,759,717		22,963
Gross profit		450,090		—			1,677,296		—
Operating expenses:
General & administrative expenses		123,923		74,822			278,567		171,447
Total operating expenses		123,923		74,822			278,567		171,447
Income (loss) from operations		326,167		(74,822	)		1,398,729		(171,447	)
Total other income		2,220		1,557			32,520		2,026
Current income tax expenses		59,775		—			219,995		—
Net income (loss)	$	268,612	$	(73,265	)	$	1,211,254		(169,421	)

Revenue

Revenue increased by approximately $1.2 million or 8,728.8% and $4.4 million or 19,222.4% respectively for the three and six months ended September 30, 2023 as compared to the same period of 2022. The increases were mainly due to lifting of COVID-19 travel restrictions and quarantine measures. During the COVID-19 pandemic, insurance brokers in Hong Kong have been greatly affected by the implementation of travel restrictions and social distancing measures. These restrictions and measures have resulted in a significant decrease in new business for insurance brokers, such as Yeetah, that rely on in-person consultations and storefronts for customer acquisition. Customers from mainland China contributed to a large part of Yeetah’s commissions. Regulations require their physical presence in Hong Kong to complete the policy contract. However, due to the travel restrictions related to the COVID-19 epidemic, mainland Chinese customers dropped sharply in fiscal 2022. As a result of the lifting of the travel restrictions in early 2023, mainland Chinese customers can travel to Hong Kong again. Yeetah’s revenue from commissions on new business therefore increased significantly during the three and six months ended September 30, 2023 compared to the same period of 2022.

Cost of sales

The amounts increased by approximately $700,000 or 5,314.1% and $2.7 million or 11,918.1% respectively for the three and six months ended September 30, 2023 as compared to the same period of 2022. The increase was in line with the significant increases of revenue.

General and administrative expenses

General and administrative expenses generally are fixed and consist primarily of employee salaries, office rents, insurance costs, general office operating expenses (e.g., utilities, repairs and maintenance) and professional fees.

General and administrative expenses increased by approximately $49,000 or 65.6% and $107,000 or 62.5% respectively for the three and six months ended September 30, 2023 as compared to the same period of 2022. The change is primarily due to the fact that there were more rent expenses in relation to the 2023 Office Lease entered in April 2023 and more employees were hired.

Net income (loss)

As a result of the factors described above, net income for the three and six months ended September 30, 2023 increased by approximately $342,000 or 466.6% and $1.4 million or 814.9% respectively as compared to the same period of 2022, which incurred a net loss of approximately $73,000 and $169,000 respectively.

Foreign Currency Translation

The Company’s reporting currency is the United States dollar (“US$”). The Company’s operations are principally conducted in Hong Kong where the Hong Kong dollar is the functional currency. The functional currency of the Company’s two subsidiaries, Lutter Global Limited and QDMI Software Group Limited, is the Euro.

The exchanges rate used for translation from Hong Kong dollar to US$ was 7.8000, a pegged rate determined by the linked exchange rate system in Hong Kong. This pegged rate was used to translate Company’s balance sheets, income statement items and cash flow items for both the three and six months ended September 30, 2023 and the year ended March 31, 2023.

The exchanges rates used for translation from Euro to US$ are as follows:

	September 30, 2023	September 30, 2022	March 31, 2023

Period-end spot rate	EUR1= US$1.0584	EUR1= US$0.9783	EUR1= US$1.0872
Average rate for the year	EUR1= US$1.0886	EUR1= US$1.0353	EUR1= US$1.0414

Liquidity and Capital Resources

We have financed our operations primarily through cash generated by operating activities, equity financings and advances from our principal stockholder. QDM is a holding company and conducts substantially all of its operations through Yeetah, which is its only entity that has operating cash inflows. Our expenses are paid directly either by Yeetah or our principal stockholder.

There have been no cash and any asset transactions between us and our subsidiaries since the Share Exchange. As of September 30, 2023 and March 31, 2023, we had $5,473,644 and $2,717,745, respectively, in cash and cash equivalents, which primarily consisted of cash deposited in banks.

	Six Months Ended September 30, 2023			Six Months Ended September 30, 2022
Net cash provided by (used in) operating activities	$	2,718,930		$	(182,987	)
Net cash used in investing activities		(92,693	)		(14,628	)
Net cash provided by financing activities		129,869			282,843
Effect of Exchange rate changes on cash		(207	)		(506	)
Net increase (decrease) in cash, cash equivalents		2,755,899			84,722
Cash and cash equivalents at beginning of period		2,717,745			69,658
Cash and cash equivalents at end of period	$	5,473,644		$	154,380

Our working capital requirements mainly comprise of commissions paid to technical representatives and referral fees, operating lease payments and employee salaries. Historically, our capital requirements were generally met by cash generated from our operations, equity financings and funding from our principal stockholder. Although historically we were successful in obtaining equity financings through the sales of our securities and obtaining loans from our principal stockholder, the availability of such financings when required is dependent on many factors beyond our control.

Operating Activities:

Net cash generated from operating activities was approximately $2.7 million for the six months ended September 30, 2023, compared to net cash used in operating activities of approximately $183,000 for 2022, representing an increase of approximately $2.9 million in the net cash inflow in operating activities. The increase in net cash inflow in operating activities was primarily due to the increase of net income of approximately $1.4 million in the six months ended September 30, 2023 as compared to the same period of 2022 and the following major working capital changes:

	(1)	Change in accounts receivable resulted in an approximately $159,000 cash inflow for the six months ended September 30, 2023 compared to an approximately $500 cash inflow for the same period of 2022, which led to an approximately $159,000 increase in net cash inflow in operating activities.

	(2)	Change in accounts payable and accrued liabilities resulted in an approximately $1.2 million cash inflow for the six months ended September 30, 2023 compared to an approximately $6,900 cash outflow for the same period of 2022, which led to an approximately $1.2 million increase in net cash inflow from operating activities.

	(3)	Change in short-term and long-term prepaid expenses resulted in an approximately $59,000 cash outflow for the six months ended September 30, 2023 compared to an approximately $14,000 cash outflow for the same period of 2022, which led to an approximately $44,000 increase in net cash outflow from operating activities.
	(4)	Change in income tax payable resulted in an approximately $220,000 cash inflow for the six months ended September 30, 2023 compared to $nil cash inflow for the same period of 2022, which led to an approximately $220,000 increase in net cash inflow from operating activities.

Investing Activities:

Net cash used in investing activities was approximately $93,000 for the six months ended September 30, 2023 compared to net cash used in investing activities of approximately $15,000 for the same period of 2022. Investing activities for both periods were solely attributable to acquisitions of fixed assets.

Financing Activities:

Net cash generated from financing activities was approximately $130,000 for the six months ended September 30, 2023, which was fully attributable to stockholder advances to the Company during the period.

Net cash generated from financing activities was approximately $283,000 for the six months ended September 30, 2022, which was attributable to the net results of: (i) related-party advances of approximately $167,000; (ii) stockholder contribution of $150,000; (iii) prepayment of $34,000 issuance costs for future equity financing.

Material Commitments

We have no material commitments for the next twelve months. We will, however, require additional capital to meet our liquidity needs.

We had two office lease agreements and our lease commitments as of September 30, 2023 are summarized as follows:

Operating lease

2024	$	65,457
2025		123,888
2026 and after		95,186
Total future minimum lease payments	$	284,531
Less: imputed interest		(30,500	)
Total operating lease liability	$	254,031
Less: operating lease liability - current		111,825
Total operating lease liability – non current	$	142,206

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, contingent assets and liabilities, each as of the date of the financial statements, and revenues and expenses during the periods presented. On an ongoing basis, management evaluates their estimates and assumptions, and the effects of any such revisions are reflected in the financial statements in the period in which they are determined to be necessary. Management bases their estimates on historical experience and on various other factors that they believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual outcomes could differ materially from those estimates in a manner that could have a material effect on our consolidated financial statements.

While our significant accounting policies are more fully described in Note 2 – Summary of Significant Accounting Policies to our consolidated financial statements, we believe that there were no critical accounting policies and estimates that affect the preparation of financial statements.

Off-balance Sheet Commitments and Arrangements

As of September 30, 2023, the Company did not have any material off-balance sheet arrangements that had or were reasonably likely to have any effect on their respective financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of September 30, 2023 due to the material weakness in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) lack of proper segregation of duties and risk assessment process; (ii) lack of formal documentation in internal controls over financial reporting; and (iii) lack of independent directors and an audit committee. We will devote resources to remediate these material weaknesses as we grow and such resources required for implementing proper internal controls for financial reporting are available.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently a party to any material legal or administrative proceedings. We may from time to time be subject to legal or administrative claims and proceedings arising in the ordinary course of business. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of our resources, including our management’s time and attention.

Item 1A. Risk Factors.

We are a smaller reporting company and accordingly we are not required to provide information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Report:

Number		Description
2.1		Share Exchange Agreement, dated October 21, 2020, by and among QDM International Inc., QDM Holdings Limited and Huihe Zheng, incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 27, 2020
3.1		Articles of Incorporation, incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K12G3 filed on May 1, 2020
3.2		Articles of Amendment to Articles of Incorporation, incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 16, 2021
3.3		Certification of Designation of Series C Convertible Preferred Stock filed on October 8, 2020, incorporated herein by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on October 27, 2020
3.4		Bylaws, incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K12G3 filed on May 1, 2020
31.1*		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of the Principal Executive Officer and the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith.
**	Furnished herewith.

SIGNATURES

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

	QDM International Inc.

Date: November 14, 2023	By:	/s/ Huihe Zheng
	Name:	Huihe Zheng
	Title:	President and Chief Executive Officer
		(Principal Executive Officer)

Date: November 14, 2023	By:	/s/ Tim Shannon
	Name:	Tim Shannon
	Title:	Chief Financial Officer
		(Principal Financial Officer)