UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,Washington, D.C. 20549


FORM 10-Q


[x]     Quarterly Report Pursuant to SectionQUARTERLY REPORT PURSUANT TO SECTION 13 orOR 15(d) Securities Exchange Act ofOF THE SECURITIES EXCHANGE ACT OF 1934 for Quarterly Period Ended September 30, 2015


-OR-For the quarterly period ended March 31, 2020


[ ]     Transition Report Pursuant to SectionOR

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

For the Securities And Exchange Act of 1934 for the transactiontransition period from _________ to________________   to ________.


Commission File NumberNumber: 000-27251


Dale Jarrett Racing Adventure,QDM International Inc.

 (Exact

(Exact name of registrant as specified in its charter)


Florida59-3564984

FLORIDA

59-3564984

(State or other jurisdiction

(IRS Employer Identification No.)
of incorporation or organization)

(I.R.S. Employer Identification Number)


Room 707, Soho T2, Tianshan Plaza

Changning District, Shanghai, China

200051

116 3rd Street NW, Suite 302, Hickory, NC

28601

(Address of principal executive offices)

(Zip Code)


(888) 467-2231+86 (21) 52995776

 (Registrant's(Registrant’s telephone number, including area code)


Not Applicable

(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 issuerregistrant (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 [x]  No [ ]


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [x]  No [ ]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratenon-accelerated filer, or a smallsmaller reporting company, as defined byor 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):Act. 




1




Large accelerated filer        [  ]

Non-accelerated

Accelerated filer             [  ]

AcceleratedNon-accelerated filer                 [  ]

Smaller reporting company   [x]

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-  [ ]      Yes No [x]


The numberAs of outstandingJune 25, 2020, there were 1,667,785 shares of the registrant'sregistrant’s common stock, as ofpar value $0.0001 per share, outstanding.

November 20, 2015:   Common Stock –37,438,852




TABLE OF CONTENTS










































2



DALE JARRETT RACING ADVENTURE, INC.

FORM 10-Q

For the quarterly period ended September 30, 2015

INDEX


PART I – FINANCIAL INFORMATION

Cautionary Note Regarding Forward-Looking Statements3

PART I – FINANCIAL INFORMATION

Page

4

Item 1.Financial Statements (Unaudited)

4

Item 2.  Management's

Management’s Discussion and Analysis of Financial Condition and Results of Operations

9

14

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

10

16

Item 4.

Controls and Procedures

11


PART II – OTHER INFORMATION



16

PART II – OTHER INFORMATION

17
Item 1.Legal Proceedings

12

17

Item 1A.

Risk Factors

12

17

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

12

17

Item 3.

Defaults uponUpon Senior Securities

12

17

Item 4.

Mine Safety Disclosures

12

17

Item 5.

Other Information

12

17

Item 6.

Exhibits

12

17

SIGNATURES

13

18



2


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS



3This 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 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. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current or historical facts. These statements are based on management’s current expectations, but actual results may differ materially due to various factors, including, but not limited to:


our ability to establish our telemedicine business and implement our business plan;
acceptance of the services that we expect to market;
our ability to retain key employees;
adverse changes in general market conditions for telemedicine services in the United States;
our ability to continue as a going concern;
our future financing plans; and
our ability to address and as necessary adapt to changes in foreign, cultural, economic, political and financial market conditions which could impair our future operations and financial performance (including, without limitation, the changes resulting from the global novel coronavirus outbreak of 2019-2020 in the United States and around the world).


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.

3

PART I - FINANCIAL INFORMATION

Item 1.Financial Statements

QDM INTERNATIONAL INC.

CONDENSED BALANCE SHEETS

AS OF MARCH 31, 2020 AND DECEMBER 31, 2019

  March 31, 2020 December 31, 2019
ASSETS   (Unaudited)     
Current assets:        
Cash and cash equivalents $381  $1,557 
         
Total current assets  381   1,557 
         
Property and equipment, at cost, net  543   615 
         
Total assets $924  $2,172 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT        
Current liabilities:        
Accounts payable & accrued liabilities $15,500  $33,000 
Notes payable  —     269,277 
Advances from shareholder  —     19,443 
         
Total current liabilities  15,500   321,720 
         
Stockholders’ equity deficit:        
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 13,500 and 23,500 issued and outstanding  135   235 
Common stock, $0.0001 par value, 200,000,000 shares authorized, 1,667,658 and 518,105 shares issued and 1,653,482 and 503,929 shares outstanding  167   5,181 
Additional paid-in capital  9,044,699   8,664,158 
Treasury stock, 14,176 and 14,176 shares at cost  (60,395)  (60,395)
Accumulated deficit  (8,999,182)  (8,928,727)
Total stockholders’ deficit  (14,576)  (319,548)
         
  $924  $2,172 

See accompanying notes to condensed financial statements.

4

QDM INTERNATIONAL INC.

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2020 AND 2019

  March 31, 2020 March 31, 2019
Operating expenses:   (Unaudited)    (Unaudited) 
General and administrative expenses  68,090   67,359 
Total operating expenses  68,090   67,359 
         
Loss from operations  (68,090)  (67,359)
         
Other income (expense):        
Interest expense  (2,365)  (6,414)
   (2,365)  (6,414)
         
Net loss from operations $(70,455) $(73,773)
         
Per share information:        
Basic loss per share $(0.07) $(0.14)
Diluted loss per share $(0.07) $(0.14)
         
Weighted average basic & diluted shares outstanding:        
Preferred  18,167   10,000 
Common  968,504   518,105 
         

See accompanying notes to condensed financial statements.

5

QDM INTERNATIONAL INC.

CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2020 AND 2019

  Preferred Common Treasury Preferred share Common share Treasury Additional Paid-in Accumulated  
  Shares Shares Shares Amount Amount Amount Capital Deficit Total
Balance December 31, 2018  10,000   518,105   7,953  $100  $5,181   (40,773) $8,451,308  $(8,461,493) $(45,677)
                                     
Share redemptions  —     —     3,205   —     —     (5,807)  —     —     (5,807)
Net loss  —     —     —     —     —     —     —     (73,773)  (73,773)
Balance March 31, 2019 (Unaudited)  10,000   518,105   11,158  $100  $5,181   (46,580) $8,451,308  $(8,535,266) $(125,257)
                                     
                                     
Balance December 31, 2019  23,500   518,105   14,176  $235  $5,181   (60,395) $8,664,158  $(8,928,727) $(319,548)
Shares consolidation  —     —     —     —     (5,129)  —     5,129   —     —   
Balance December 31, 2019 (Adjusted)  23,500   518,105   14,176  $235  $52   (60,395) $8,669,287  $(8,928,727) $(319,548)
                                     
Shares issuance  —     710,000   —     —     71   —     71,009   —     71,080 
Conversion of notes payable  —     339,553   —     —     34   —     271,608   —     271,642 
Conversion of preferred shares to common shares  (10,000)  100,000   —     (100)  10   —     90   —     —   
Contribution from shareholders  —     —     —     —     —     —     13,262   —     13,262 
Forgiveness of shareholder advances  —     —     —     —     —     —     19,443   —     19,443 
Net loss  —     —     —     —     —     —     —     (70,455)  (70,455)
Balance March 31, 2020 (Unaudited)  13,500   1,667,658   14,176  $135  $167   (60,395) $9,044,699  $(8,999,182) $(14,576)
                                     

See accompanying notes to condensed financial statements.

6

QDM INTERNATIONAL INC.

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2020 AND 2019

  March 31, 2020 March 31, 2019
    (Unaudited)    (Unaudited) 
Cash flows from operating activities: $(70,455) $(73,773)
Net loss        
Adjustments to reconcile net loss to net cash used in operating activities:        
Depreciation  72   72 
Interest added to notes payable  2,365   6,414 
Share-based payments  38,080   —   
Changes in assets and liabilities:        
(Increase) decrease in cash in attorney’s trust account  —     11,834 
(Increase) decrease in accounts payable and accrued liabilities  15,500   (6,637)
Net cash used in operating activities  (14,438)  (62,090)
         
Cash flows from financing activities:        
Proceeds from notes payable  —     125,008 
Proceeds from shareholder advance  —     19,443 
Redemption of common shares  —     (5,807)
Contribution from shareholders  13,262   —   
Net cash provided by (used) in financing activities  13,262   138,644 
         
Net increase (decrease) in cash  (1,176)  76,554 
         
Cash and cash equivalents, beginning  1,557   76,286 
         
Cash and cash equivalents, ending $381  $152,840 
         
Supplemental cash flow information:        
Cash paid for interest $—    $—   
Cash paid for income taxes $—    $—   
         
Non-cash and investing activities:        
Forgiveness of accrued officer compensation $33,000  $—   

See accompanying notes to condensed financial statements.

7

QDM International Inc.

Notes to Condensed Financial Statements

March 31, 2020 and 2019

(Unaudited)

Note 1. Organization and liquidity

We (theCompanyor similar terminology) were incorporated under the laws of the State of Florida on November 24, 1998 under the name Jarrett Favre Driving Adventure Inc. We operated a racing school which provided entertainment based oval driving classes, rides and events. On November 21, 2002, we changed our name to Dale Jarrett Racing Adventure, Inc.

Condensed Balance Sheets


 

September 30, 2015

 

December 31, 2014

 

 (Unaudited)

 

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

  Cash and cash equivalents                 

   $      13,986

 

 $   190,362

  Accounts receivable

6,115

 

 12,482

  Spare parts and supplies

108,019

 

 148,548

  Prepaid expenses and other current assets

61,016

 

 51,226

  Race car held for sale

-

 

 112,674

    Total current assets             

189,136

 

 515,292

Property and equipment, at cost, net

132,893

 

 172,703

    Total Assets

$    322,029

 

 $   687,995

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

Current liabilities:

 

 

 

  Current portion of long-term debt

$                -

 

$   100,127

  Accounts payable

184,791

 

 58,709

  Accrued expenses

166,871

 

 161,548

  Deferred revenue

720,738

 

 869,621

  Advance from shareholder

110,220

 

 110,110

    Total current liabilities          

1,182,620

 

 1,300,115

 

 

 

 

Stockholders' deficit:

 

 

 

 Preferred stock, $.0001 par value,

 

 

 

   5,000,000 shares authorized

-

 

 -   

Common stock, $.0001 par value, 200,000,000 shares

   authorized, 38,110,502 and 28,110,502 shares issued and

   37,438,852 and 27,438,852 shares outstanding at September

   30, 2015 and 2014, respectively

3,811

 

2,811

 Additional paid-in capital

6,638,431

 

 6,639,431

 Treasury stock, 671,650 shares, at cost

(39,009)

 

 (39,009)

 Accumulated deficit

(7,463,824)

 

 (7,215,353)

   Total Stockholders’ Deficit

(860,591)

 

(612,120)

    Total Liabilities and Stockholders’ Deficit

$    322,029    

 

   $    687,995

See accompanying notes to unaudited condensed financial statements.



4



On November 18, 2015, we sold the assets and liabilities of the racing school to Tim Shannon. Shortly thereafter, our name was changed to 24/7 Kid Doc, Inc. to more accurately reflect our proposed operations.

 

Dale Jarrett Racing Adventure,On March 3, 2020, a stock purchase agreement (the “Agreement”) was entered into by and between Huihe Zheng and Tim Shannon, our then controlling stockholder as well as Chief Executive Officer, Chief Financial Officer, President and director. Pursuant to the Agreement, Mr. Shannon sold to Mr. Zheng (i) 710,000 (71,000,000 shares before the Reverse Stock Split as defined below) shares of our common stock, representing 42.6% of our total issued and outstanding shares of common stock as of March 9, 2020 and (ii) 13,500 (1,350,000 shares before the Reverse Stock Split as defined below) Series B Preferred Shares, each entitling the holder to 100 votes on all corporate matters submitted for stockholder approval, in consideration of $500,000 in cash from Mr. Zheng’s personal funds. The shares of common stock and Series B Preferred Shares acquired by Mr. Zheng, in the aggregate, represented 68.3% of our outstanding voting securities as of March 9, 2020, and the acquisition of such shares resulted in a change in control of our company.

On March 11, 2020, we incorporated QDM International Inc. (QDM), a Florida corporation and a wholly owned subsidiary and QDM Merger Sub, Inc. (Merger Sub), a Florida corporation and a wholly owned subsidiary of QDM, for the purposes of effectuating a name change by implementing a reorganization of our corporate structure through a merger (theMerger). On March 13, 2020, we entered into an Agreement and Plan of Merger (theMerger Agreement) by and among our company, QDM, and Merger Sub. On April 8, 2020, we filed the Articles of Merger with the State of Florida to effect the Merger as stipulated by the Merger Agreement.

Condensed Statements

Pursuant to the Merger Agreement, Merger Sub merged with and into the Company, with the Company being the surviving entity. As a result, the separate corporate existence of Operations

ForMerger Sub ceased and the ThreeCompany became a direct, wholly-owned subsidiary of QDM. Pursuant to the Merger Agreement and Nine Months Ended September 30, 2015as a result of the Merger, all issued and 2014

(Unaudited)


 

Three Months

Nine Months

 

2015

2014

2015

2014

 

 

 

 

 

Sales

$  390,591

$  622,655

$  1,150,192

$  1,897,044

Cost of sales and services

246,125

297,831

585,874

908,996

Gross profit

144,466

324,824

564,318

988,048

 

 

 

 

 

General and admin expenses

267,103

313,693

796,822

938,571

 

 

 

 

 

Income (loss) from operations   

(122,637)

11,131

(232,504)

49,477

 

 

 

 

 

Other income (expense):

 

 

 

 

 Interest income

1

13

35

702

 Other income

-

411

-

411

 Interest expense

(3,370)

(3,047)

(10,401)

(12,631)

 Loss on disposal of property

-

-

(5,600)

-

Total other expense, net


(3,369)


(2,623)


(15,966)


(11,518)

 

 

 

 

 

Net income (loss)        

$   (126,006)

$   8,508

$  (248,470)

 $    37,959

 

 

 

 

 

Per share information:

 

 

 

 

 

 

 

 

 

Basic and diluted income (loss) per share

$        0.00

$       0.00

$          0.01     

 $       0.00

 

 

 

 

 

Weighted average shares outstanding


37,438,852


26,338,852


37,438,852


26,338,852

 

 

 

 

 

See accompanying notes to unaudited condensed financial statements.





5



Dale Jarrett Racing Adventure, Inc.

Condensed Statementsoutstanding shares of Cash Flows

Forcommon stock and Series B Preferred Shares of the Nine Months Ended September 30, 2015Company were converted into shares of QDM common stock and 2014

(Unaudited)


 

2015

 

2014

 

 

 

 

 Net cash used in operating activities

$     (172,949)

 

$       (295,808)

 

 

 

 

Cash provided by investing activities -

 

 

 

   Proceeds from disposal of race car held for sale

106,700

 

-

 

 

 

 

Cash used in financing activities -

 

 

 

   Repayment of long-term debt

(110,127)

 

(20,761)

 

 

 

 

Decrease in cash and cash equivalents

(176,376)

 

(316,569)

 

 

 

 

Cash and cash equivalents, beginning of period

190,362

 

388,886

 

 

 

 

Cash and cash equivalents, end of period

$       13,986

 

$        72,317

 

 

 

 

Supplemental cash flow information:

 

 

 

Cash paid for interest

$            292

 

$            9,261

Cash paid for income taxes

$                 -

 

  $                    -                      

 

 

 

 

See accompanying notes to unaudited condensed financial statements.



6



DALE JARRETT RACING ADVENTURE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER  30, 2015

(UNAUDITED)


(1)

BasisSeries B Preferred Shares of PresentationQDM, respectively, on a one-for-one basis, with QDM securities having the same designations, rights, powers and Going Concern (including Subsequent Events)  


The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial informationpreferences and Rule 8.03the qualifications, limitations and restrictions as the corresponding share of Regulation SX.the Company’s securities being converted. As such, they do not includea result, upon consummation of the Merger, all of our stockholders immediately prior to the informationMerger became stockholders of QDM.

Upon consummation of the Merger, QDM became the successor issuer to the Company pursuant to 12g-3(a) and footnotes requiredas a result shares of QDM Common Stock was deemed to be registered under Section 12(g) of the Exchange Act.

Before the change in control, we were a telemedicine company that offered telemedicine access to K-12 schools at no cost to those schools and bill the patient’s insurance or Medicaid for the consultation.

After the change in control, the Company plans to conduct insurance brokerage business in Hong Kong. The Company plans to implement this business plan through formation or acquisition of an existing insurance brokerage business. To implement its business plan, starting in the three months ending June 30, 2020, the Company engaged professionals (legal counsel and accountants) to evaluate the optimal corporate structure for its new business and conduct due diligence on a potential target. The Company expects to complete the formation or acquisition of the insurance brokerage business in the second half of 2020 but its ability to execute on its business plan and initiatives will depend upon, among others factors, the developments of the COVID -19 pandemic, including the duration and spread of the COVID 19 and lockdown restrictions imposed by GAAP for complete financial statements. In the opinion of management, all adjustments (including normal, recurring adjustments) considered necessary for a fair presentation have been included.respective various governments and oversight bodies in China.


8

In addition, suchGoing Concern

Our accompanying financial statements contemplate the realization of assets and liquidation of liabilities in the normal course of business. We have suffered declining revenues and recurring losses from operations and have stockholder and working capital deficits as well as minimal cash, at September 30, 2015.     Because of this, and because we do not anticipate being able to reverse the downward trend with respect to revenues, we filed a proxy statement with the SEC to put forward shareholder votes to (i) allow our President and CEO to acquire substantially all of our assets, and assume substantially all of ourMarch 31, 2020. Our primary liabilities in exchange for a note receivable of $200,000 and (ii) to change the name of our company to 24/7 Kid Doc, Inc.    In connection therewith, on November 9, 2015, our shareholders voted to approve both of these proposals, and we anticipate that such transaction will be consummated prior to December 31, 2015.   Notwithstanding such transaction, and assuming we meet the criteria for extinguishment of our liabilities in accordance with GAAP (for which there can be no assurance), we could remain contingently liable for any liabilities existing as of the dateMarch 31, 2020 consist of the transactionshort-term accounts payable and accrued liabilities that are not satisfied by the acquirer.  


Pursuant to a consulting agreement we entered with Dr. Norberto Benitez in January 2015, he will be providing his expertise in establishing our new business plan. The new business plan is to create a franchise that will deliver pediatric services to children 24 hours a day, 7 days a week.  In addition,due within 12 months. We recognize we will ultimately need to raise additional funds either through debt or equity financing to sustain our operations. We plan to continue to closely monitor our general and administrative expenses in 2020 and make adjustments when possible. Absent our ability to be lookingsuccessful in such endeavors, we may seek to provide these same services via the Internet to people throughout the world, especially in places where it is difficult to have available pediatric doctors.  Subsequent to the consummation of the sale,raise capital from existing shareholders. While we believe we will no longer draw any revenues from the racing operations nor will we provide any capitalobtain adequate cash to support its operations.  While we do not anticipate having significant cash outlays until we implementmeet our business plan,commitments in 2020, there can be no assurance that such modelour beliefs will resultcome to fruition in profitable operations, and/or thatwhich case we will be able to obtain the debt or equity financing necessary to pay our expenses.  Either of these factors could result in us having difficultywould most likely have continuing as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.


Note 2. Summary of significant accounting policies

Basis of Presentation

The Company’s unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods presentedshown and are not necessarily indicative of the results to be expected for the full year.  For further information, refer toyear ending December 31, 2020. These unaudited condensed financial statements should be read in conjunction with the financial statements ofand related notes included in the Company as of andCompany’s Annual Report on Form 10-K for the year ended December 31, 2014, including notes, filed with the Company’s Form 10-K.2019.




Cash and Cash Equivalents

7



(2)

Recent Accounting Pronouncements


With the exceptionFor purposes of the potential for accounting treatment accordedstatements of cash flows, we consider all highly liquid instruments purchased with a maturity of three months or less to discontinued operations, there are no new accounting pronouncements for which adoption is expected to have a material effect on our financial statements in future accounting periods.


be cash equivalents.

 (3)

Basic and Diluted Income (Loss) Per Share


The Company calculates basic and diluted income (loss) per share as required by the FASB Accounting Standards Codification. Basic income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods when we report a net loss, anti-dilutive common stock equivalents are not considered in the computation.  We did not have any dilutive common stock equivalents during any of the three or nine month periods ended September 30, 2015 and 2014.


(4)

Spare Parts and Supplies


Spare parts and supplies include engine parts, tires, and other supplies used in the racecar operations and are recorded at the lower of cost or market, on a first-in, first-out basis.


(5)

Property and Equipment


Property and equipment are recorded at cost and are depreciated using the straight-line method over the estimated useful lives of the respective assets, ranging from 3 to 10 years. Major additions are capitalized, while minor additions and maintenance and repairs, which do not extend the useful life of an asset, are expensed as incurred.  Depreciation expense approximated $40,000

Long Lived Assets

We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and $68,000its eventual disposition is less than its carrying amount. No such impairment losses have been identified by the Company for the three months ended March 31, 2020 and 2019.

9

Revenue Recognition

On January 1, 2019, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers, which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers that supersedes most current revenue recognition guidance. The updated guidance, and subsequent clarifications, collectively referred to as ASC 606, require an entity to recognize revenue when it transfers control 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. Previously we recorded revenue based on ASC Topic 605. Adoption of new accounting standard did not have any material impact on our reported revenue.

Revenue is recognized when the following criteria are met:

·Identification of the contract, or contracts, with customer;

·Identification of the performance obligations in the contract;

·Determination of the transaction price;

·Allocation of the transaction price to the performance obligations in the contract; and

·Recognition of revenue when, or as, we satisfy performance obligation.

The Company did not generate any revenue during the respective nine month periodsthree months ended September 30, 2015March 31, 2020 and 2014, and $13,500 and $23,000 during the respective three month periods ended September 30, 2015 and 2014.2019.


 (6)

Stockholders’ Deficit


In December 2014, we agreed to grant 10,000,000 sharesUse of our stock to the brother in law of our President and CEO as consideration for his assistance with the development of a new business opportunity (see Basis of Presentation and Going Concern above). The shares were issued in January 2015.   Estimates

 

(7)The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States of America requires us 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 management is required to make. Actual results could differ from those estimates.

Sale

Advertising Costs

Advertising costs are charged to operations when the advertising first takes place. We did not have any advertising costs charged to operations for the three months ended March 31, 2020 and 2019.

Fair Value of Race CarFinancial Instruments


At March 31, 2020, our short-term financial instruments consist primarily of cash and accounts payable and accrued liabilities. The carrying amounts of these financial instruments approximate fair value because of their short-term maturities.

We do not hold or issue financial instruments for trading purposes nor do we hold or issue interest rate or leveraged derivative financial instruments.

Segment Information

The Company follows Financial Accounting Standards Board (FASB) ASC 280-10, Segment Reporting. Under ASC 280-10, certain information is disclosed based on the way management organizes financial information for making operating decisions and assessing performance. We currently operate in a single segment and will evaluate additional segment disclosure requirements if we expand our operations.

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Income Taxes

We compute income taxes in accordance with FASB ASC Topic 740, Income Taxes. Under ASC-740, deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. Also, the effect on deferred taxes of a change in tax rates is recognized in income in the period that included the enactment date. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

We follow guidance in FASB ASC Topic 740-10, Accounting for Uncertainty in Income Taxes, which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement.

We do not believe we have taken any uncertain tax positions on any of our open income tax returns filed through the three months ended March 31, 2020. Our methods of tax accounting are based on established income tax principles in the Internal Revenue Code and are properly calculated and reflected within our income tax returns. Due to the carryforwards of net operating losses, all of our federal and state income tax returns remain subject to audit.

Stock-Based Compensation

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

Basic Loss Per Share

We calculate basic loss per share in accordance with ASC Topic 260, Earnings per Share. Basic loss per share is calculated by dividing net loss by the weighted average number of shares of common stock outstanding for the period. Diluted loss per share is calculated by dividing net loss by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding. During periods in which we incur losses, common stock equivalents, if any, are not considered, as their effect would be anti-dilutive.

Recent Accounting Pronouncements

We do not believe any recently issued accounting standards will have a material impact on our financial statements.

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Note 3. Property and Equipment

Property and equipment consist of the following at March 31, 2020 and December 31, 2019:

  March 31, 2020 December 31, 2019
Office equipment $1,664  $1,664 
Less accumulated depreciation  (1,121)  (1,043)
  $543  $615 

Depreciation charged to operations was $72 and $72 for the three months ended March 31, 2020 and 2019, respectively.

Note 4. Notes Payable

Notes payable at December 31, 2019 represented promissory notes issued during 2018 with aggregate principal amounts of $241,067. These notes bore a simple interest at 12.0% and were due and payable for varying terms ranging from one to two years after their issuance. The notes were convertible to shares of common stock of the Company at a conversion price per share of $0.008, subject to adjustments for stock splits and combinations.

During the three months ended March 31, 2020, these promissory notes were converted to shares of common stock. The balance of $271,642 in notes payable with interest accrued was converted into shares of common stock (refer to Note 5 below).

Note 5. Equity

Reverse Stock Split

In May 2020, the Company effected a reverse stock split whereby each 100 issued and outstanding shares of common stock were consolidated into one share of common stock and each 100 issued and outstanding shares of preferred stock were consolidated into one share of preferred stock (the “Reverse Stock Split”). As the Reverse Stock Split occurred after March 31, 2020, the Company has retrospectively accounted for the change in the current and prior period financial statements that are presented in these condensed interim financial statements.

Common Stock

In January 2015 we sold2020, the Company converted its outstanding convertible notes into shares of common stock. The $271,642 in notes payable with interest accrued was converted into 339,553 (33,955,250 before the Reverse Stock Split) shares of common stock at a race carprice of $0.8 per share ($0.008 per share before the Reverse Stock Split).

In February 2020, the Company issued 710,000 (71,000,000 before the Reverse Stock Split) shares of common stock at the equivalent price of $0.1 per share ($0.001 per share before the Reverse Stock Split) to its former Chief Executive Officer and President, Tim Shannon, to settle $33,000 accrued compensation expenses at December 31, 2019 and $38,080 total compensation expenses and other expenses paid by Tim Shannon during the three months ended March 31, 2020.

There were no treasury stock transactions during the three months ended March 31, 2020. During the three months ended March 31, 2019, the Company redeemed 3,205 (320,500 before the Reverse Stock Split) shares of common stock at a cost of $5,807.

Preferred Shares

In February 2020, 10,000 (1,000,000 before the Reverse Stock Split) shares of Series A preferred shares were converted into 100,000 (10,000,000 before the Reverse Stock Split) shares of common stock.

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Additional Paid-in-capital

During the three months ended March 31, 2020, the Company received capital contribution of $13,262 from its shareholder for approximately $106,700 and used substantially allworking capital uses. The capital contribution was recorded in additional paid-in-capital.

During the three months ended March 31, 2020, Tim Shannon forgave the $19,443 shareholder advance balance that the Company owed to him. Since this was a forgiveness of related party loan, the gain from the forgiveness of the proceedsloan was treated as a capital transaction and the amount was recorded in additional paid-in-capital.

No compensation cost was recognized during the three months ended March 31, 2020 or 2019 as a result of stock options. We had no exercisable options outstanding at March 31, 2020.

Note 6. Related Party Transaction

In February 2020, the Company issued 710,000 (71,000,000 before the Reverse Stock Split) shares of common stock at the equivalent price of $0.1 per share ($0.001 per share before the Reverse Stock Split) to satisfy approximately $100,000its former Chief Executive Officer and President, Tim Shannon, to settle $33,000 accrued compensation expenses at December 31, 2019 and $38,080 total compensation expenses and other expenses paid by Tim Shannon during the three months ended March 31, 2020.

During the three months ended March 31, 2020, Tim Shannon forgave the $19,443 shareholder advance balance that the Company owed to him and the amount forgiven was recorded in additional paid-in capital.

During the 4th quarter of indebtedness related2018 and first quarter of 2019, certain shareholders and affiliates of shareholders provided funds in the aggregate principal amount of $241,067 to such race car.the Company in exchange for promissory notes bearing a simple interest at 12% per annum and varying maturity dates ranging from one to two years from the date of issuance. These notes were convertible to shares of common stock at $0.8 per share ($0.008 per share before the Reverse Stock Split).



8Note 7. Subsequent Events

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to March 31, 2020 has determined that it does not have any material subsequent events to disclose in these financial statements other than the one below:

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



ITEM 2.  Management’s DiscussionThe following discussion should be read in conjunction with our interim financial statements, including the notes thereto, appearing elsewhere in this Report. The following discussion contains forward-looking statements that reflect our plans, estimates and Analysis of Financial Conditionbeliefs. Our actual results could differ materially from those discussed in the forward- looking statements. Factors that could cause or contribute to such differences include but are not limited to those discussed below and Results of Operations.


Trendselsewhere in this Report. Our interim financial statements are stated in United States Dollars and Uncertainties.  We have suffered declining revenues and recurring losses from operations, and have stockholder and working capital deficits, as well as minimal cash, at September 30, 2015.     Because of this, and because we do not anticipate being able to reverse the downward trend with respect to revenues, we filed a proxy statement with the SEC to put forward shareholder votes to (i) allow our President and CEO to acquire substantially all of our assets, and assume substantially all of our liabilities in exchange for a note receivable of $200,000 and (ii) to change the name of our company to 24/7 Kid Doc, Inc.    In connection therewith, on November 9, 2015, our shareholders voted to approve both of these proposals, and we anticipate that such transaction will be consummated prior to December 31, 2015.   Notwithstanding such transaction, and assuming we meet the criteria for extinguishment of our liabilitiesare prepared in accordance with GAAP (for which there can be no assurance), we could remain contingently liableUnited States Generally Accepted Accounting Principles.

Overview

We were a telemedicine company that provides Connect-a-Doc telemedicine kits to schools. Our services aimed to provide an effective and affordable alternative 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.

Following the change in control in March 2020, the Company plans to conduct insurance brokerage business in Hong Kong. The Company plans to implement this business plan through formation or acquisition of an existing insurance brokerage business. To implement its business plan, starting in the three months ending June 30, 2020, the Company engaged professionals (legal counsel and accountants) to evaluate the optimal corporate structure for any liabilities existing asits new business and conduct due diligence on a potential target. The Company expects to complete the formation or acquisition of the dateinsurance brokerage business in the second half of 2020 but its ability to execute on its business plan and initiatives will depend upon, among other factors, the developments of the transaction that are not satisfiedCOVID -19 pandemic, including the duration and spread of the COVID 19 and lockdown restrictions imposed by the acquirer.  respective various governments and oversight bodies in China.


Pursuant to a consulting agreement we entered with Dr. Norberto Benitez in January 2015, he will be providing his expertise in establishing our new business plan. The new business plan is to create a franchise that will deliver pediatric  services to children 24 hours a day, 7 days a week.  In addition, we will be looking to provide these same services via the Internet to people throughout the world, especially in places where it is difficult to have available pediatric doctors.  Subsequent to the consummationResults of the sale, we will no longer draw any revenues from the racing operations nor will we provide any capital to support its operations.  While we do not anticipate having significant cash outlays until we implement our business plan, there can be no assurance that such model will result in profitable operations, and/or that we will be able to obtain the debt or equity financing necessary to pay our expenses.  Either of these factors could result in us having difficulty continuing as a going concern.    The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities should we be unable to continue as a going concern.  Operations


Capital Resources and Source of Liquidity.  


We used cash in operating activities of $172,949 for the nine months ended September 30, 2015.  


We used cash in operating activities of $295,808 for the nine months ended September 30, 2014.


For the nine months ended September 30, 2015, we received proceeds of $106,700 from the disposal of a race car held for sale.   We did not pursuegenerate any investing activities duringrevenue for the ninethree months ended September 30, 2014.March 31, 2020 and 2019 because we were not able to market our products and services effectively, or at all.


For the nine months ended September 30, 2015, we repaid debt primarily related to the race car that we sold, and stockholder advances, of approximately $100,000 and $10,000, respectively.   Comparatively, for the nine months ended September 30, 2014, we repaid long-term debt of $20,761.


Because we have minimal cash and a significant working capital deficit at September 30, 2015, we anticipate that we will need to generate additional capital (either through positive results of operations or debt or equity infusions) to meet our obligations for the next year.



9




Results of Operations – Three Months Ended September 30, 2015 and 2014


For the three months ended September 30, 2015March 31, 2020, we had sales of $390,591.  Our cost of sales and services was $246,125, resultingincurred $68,090 in a gross profit of $144,466.  We incurred general and administrative expenses of $267,103.  We recognized interest income of $1 and incurred$2,365 in interest expenses of $3,370.  As a result, we had a net loss of $126,006 for the three months ended September 30, 2015.


Comparatively, for the three months ended September 30, 2014, we had sales of $622,655.  Our cost of sales and services was $297,831, resulting in a gross profit of $324,824.  We incurred $313,693 in general and administrative expenses.  We recognized interest income of $13, other income of $411 and incurred interest expenses of $3,047.  As a result, we had net income of $8,508 for the three months ended September 30, 2014.


The decline in operating results for the three months ended September 30, 2015 compared to the three months ended September 30, 2014 primarily resulted from a significant decrease in sales which decreased primarily from the declining popularity of NASCAR, and also because of the loss of the Dale Jarrett name which occurred in early 2015. In addition, certain new competitors were offering their services at significantly discounted prices through such sites as Groupon and Living Social.


Results of Operations – Nine Months Ended September 30, 2015 and 2014


For the nine months ended September 30, 2015, we had sales of $1,150,192.  Our cost of sales and services was $585,874, resulting in a gross profit of $564,318.  We incurred general and administrative expenses of $796,822.  We recognized interest income of $35, other income of $411 and incurred interest expense of $10,401 and incurred a lossaccrued on the disposal of property of $5,600.convertible promissory notes. As a result, we had net loss of $248,470$70,455 for the ninethree months ended September 30, 2015.March 31, 2020.


Comparatively, forFor the ninethree months ended September 30, 2014,March 31, 2019, we had sales of $1,897,044.  Our cost of sales was $908,966, resultingincurred $67,359 in a gross profit of $988,048.  We incurred general and administrative expenses of $938,571.  We recognized interest income of $702 and incurred$6,414 on interest expenses of $12,631.accrued on the convertible promissory notes. As a result, we had net incomeloss of $37,959$73,773 for the ninethree months ended September 30, 2014.March 31, 2019.


The declineOur expenses during 2020 were primarily expenses involved in general operating expenses including audit, accounting, officer compensation and legal expenses to maintain the Company as a reporting company.

Liquidity and Capital Resources

 As of March 31, 2020, the Company had cash balance of $381 and total assets of $924. As of December 31, 2019, the Company had cash balance of $1,557 and total assets of $2,172.

As of March 31, 2020, the Company had total liabilities of $15,500 and an accumulated deficit of $8,999,182. As of December 31, 2019, the Company had total liabilities of $321,720 and an accumulated deficit of $8,928,727.

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Cash Flows from Operating Activities

For the three months ended March 31, 2020, net cash used in operating resultsactivities was $14,438, which is mainly the result of: 1) net loss for the nineperiod of $70,455; 2) adjustment of non-cash share-based payments of $38,080; 3) adjustment of non-cash interest added on notes payable of $2,365; and 4) increase from change in accounts payable of $15,500.

Net cash used in operating activities for the three months period ended March 31, 2019 was $62,090, which is mainly the results of: 1) net loss for the period of $73,773; 2) adjustment of non-cash interest added on notes payable of $6,414; and 3) increase from the change in working capital of $5,917.

Cash Flows from Financing Activities

For the three months ended September 30, 2015 comparedMarch 31, 2020, net cash generated by financing activities was $13,262, which represented a shareholder capital contribution.

Cash flow from financing activities for the three months ended March 31, 2019 was $138,644 due to: 1) proceeds of $125,008 from notes payable; 2) proceeds of $19,443 from shareholder advances; and 3) payment of $5,807 for the buyback of the company’s common stock.

Our future capital requirements will depend on numerous factors including, but not limited to, the nine months ended September 30, 2014 primarily resultedimplementation of our new business plan in Hong Kong. We expect to depend on financing from our majority shareholder to meet our current minimal operating expenses. As we are a significant decrease in sales which decreased primarilystart-up company, our operating expenses are limited and discretional based on the availability of our funds. Management believes that the financing from our majority shareholder will support our planned operations over the declining popularity of NASCAR, becausenext 12 months.

Material Commitments

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

Off-Balance Sheet Arrangements

As of the lossdate of the Dale Jarrett name as mentioned above, and because certain new competitors were offering their services at significantly discounted prices through such sites as Groupon and Living Social.this Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

15

Item 3.Quantitative and Qualitative Disclosures about Market Risk.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk


Not applicable for smaller reporting companies.applicable.




10

Item 4.

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 (the “Certifying Officers”) or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Item 4.  ControlsUnder the supervision of our Chief Executive Officer and Procedures


DuringChief Financial Officer (the “Certifying Officers”), we evaluated the periods  ended September 30, 2015effectiveness of the design and December 31, 2014 weoperation 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 March 31, 2020 due to the material weakness in our internal control over financial reporting, was not effectivewhich 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 provide reasonable assurance regarding the reliability ofremediate these material weaknesses as we grow and such resources required for implementing proper internal controls for financial reporting and the preparation of financial statements for external reporting purposesare available.

Changes in accordance with U.S. generally accepted accounting principles asInternal Control over Financial Reporting

There were no changes in our small size does not allow us to provide for the desired segregation of control functions, and/or allow us to hire accounting personnel that have a thorough understanding of SEC rules and regulations and such accounting principles.   Furthermore, we do not have an audit committee with an independent financial expert.  Finally we had a material weakness during such quarters with regard to limitations in the capacity of our accounting resources to identify and react in a timely manner to certain transactions as well as the adequate understanding of the disclosure requirements related to these transactions.   


Evaluation of Disclosure Controls and Procedures


Under the supervision and with the participation of our management, we conducted an evaluation of disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of June 30, 2015.   Based on this evaluation, our chief executive officer and principal financial officers have concluded there  was no  change in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the currentfiscal quarter ended March 31, 2020 that have materially affected, or are reasonably likely to materially affect, the Company'sour internal control over financial reporting


Remediation of Material Weaknesses in Internal Control over Financial Reportingreporting.

 

We have not established adequate financial reporting monitoring activities to mitigate the risk of missed financial statement adjustments and disclosures relative to transactions that are other than routine for the reasons mentioned above.  In addition, and unless results of operations improve considerably, we do not currently anticipate that we will have the available cash flow to remediate this weakness.

16
















11



PART II - OTHER INFORMATION

Item 1.Legal Proceedings.


Item 1.   Legal ProceedingsWe 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.

None

Item 1A.Risk Factors.


Item 1A.  Risk Factors  

Not applicable forWe are a smaller reporting companiescompany and accordingly we are not required to provide information required by this Item.

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


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

None

Item 3.Defaults Upon Senior Securities.


Item 3.   Defaults Upon Senior Securities.None.

None

Item 4.Mine Safety Disclosures.


Item 4.   Mine Safety Disclosures

Not Applicableapplicable.

Item 5.Other Information.


Item 5.   Other Information

Ronda Robertson resigned as Chief Operating Officer and Glenn Jarrett resigned form the Board of Directors and as Corporate Treasurer effective August 6, 2015.Not applicable.

 

Item 6.Exhibits.

Item 6.   Exhibits


Exhibit 31* - Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32* - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS**   XBRL Instance Document

101.SCH**   XBRL Taxonomy Extension Schema Document

101.CAL**   XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB**   XBRL Taxonomy Extension Label Linkbase Document

101.PRE**   
NumberDescription
2.1Agreement and Plan of Merger, incorporated herein by reference to Exhibit 2.1 to the Company’s Form 8-K filed May 1, 2020
3.1Articles of Incorporation, incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed May 1, 2020
3.2Bylaws, incorporated herein by reference to Exhibit 3.2 to the Company’s Form 8-K filed May 1, 2020
31.1*Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*XBRL Instance Document
101.SCH*XBRL Taxonomy Extension Schema Document
101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*XBRL Taxonomy Extension Label Linkbase Document
101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document

*Filed herewithherewith.

**XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.Furnished herewith.  


17



SIGNATURES



12



SIGNATURES


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


QDM International Inc.
Dated:  June 26, 2020By:/s/ Huihe Zheng
Name: Huihe Zheng

Title:    Chief Executive Officer and President

(Principal Executive Officer)

Dated:  June 26, 2020By:/s/ Tim Shannon
Name: Tim Shannon
Title:    Chief Financial Officer (Principal Financial and Accounting Officer)

18

Dated: November 20, 2015


DALE JARRETT RACING ADVENTURE, INC.


By:

/s/Timothy Shannon

Timothy Shannon

Chief Executive Officer

Principal Financial Officer






13