UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,Washington, D.C. 20549

FORM 10-Q

[x]     Quarterly Report Pursuant to Section☒QUARTERLY REPORT PURSUANT TO SECTION 13 orOR 15(d) Securities Exchange Act ofOF THE SECURITIES EXCHANGE ACT OF 1934 for Quarterly Period Ended September 30, 2019

-OR-For the quarterly period ended June 30, 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 #Number: 000-27251

24/7 KID DOC, INC.QDM International Inc.

 (Exact

(Exact name of registrant as specified in its charter)

(828) 244-5980+86 (21)22183083

(Registrant’s telephone number, including area code)

(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 [ ]☒   No [x ]☐

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 [ ]  

☒ No [x ]

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

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. 

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 outstandingAugust 12, 2020, there were [1,667,785] shares of the registrant'sregistrant’s common stock, as of November 13, 2019:   Common Stock –50,392,855

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24/7 KID DOC, INC.par value $0.0001 per share, outstanding.

FORM 10-Q

INDEX

PART I – FINANCIAL INFORMATIONTABLE OF CONTENTS

PART II – OTHER INFORMATION

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24/7 Kid Doc, Inc.

Balance Sheets

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 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:

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

QDM INTERNATIONAL INC.

CONDENSED BALANCE SHEETS

AS OF JUNE 30, 2020 AND DECEMBER 31, 2019

See accompanying notes to condensed financial statements

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24/7 Kid Doc, Inc.statements.

Statements of Operations

QDM INTERNATIONAL INC.

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019

See accompanying notes to condensed financial statements.

QDM INTERNATIONAL INC.

CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019

For the Three Months and NineEnded June 30, 2019

For the Six Months Ended SeptemberJune 30, 2019 and 2018

(Unaudited)

For the Three Months NineEnded June 30, 2020

For the Six Months Ended June 30,

See accompanying notes to condensed financial statements

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24/7 Kid Doc, Inc.

Statement of Stockholders’ Equity (Deficit)

For the Nine Months Ended September 30, 2019 and 2018statements. 

QDM INTERNATIONAL INC.

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019

See accompanying notes to unauditedcondensed financial statements.

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QDM International Inc.

Notes to Condensed Financial Statements

June 30, 2020 and 2019

(Unaudited)

Note 1. Organization and liquidity

QDM International Inc. (“we,” the “Company” or similar terminology) was incorporated inFlorida in March 2020 and is the successor to 24/7 Kid Doc, Inc.

Statements (“24/7 Kid Doc”) which was incorporated under the laws of Cash Flows

For the Nine Months Ended September 30, 2019State of Florida on November 24, 1998 under the name Jarrett Favre Driving Adventure Inc. 24/7 Kid Doc operated a racing school which provided entertainment based oval driving classes, rides and 2018

(Unaudited)events. On November 21, 2002, 24/7 Kid Doc changed its name to Dale Jarrett Racing Adventure, Inc. On November 18, 2015, 24/7 Kid Doc sold the assets and liabilities of the racing school to Tim Shannon and changed its name to 24/7 Kid Doc, Inc. to more accurately reflect its proposed operations. Before the change of control discussed below, 24/7 Kid Doc was a telemedicine company that provided Connect-a-Doc telemedicine kits to schools and its 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.

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 common stock of 24/7 Kid Doc, representing 42.6% of the total issued and outstanding shares of common stock of 24/7 Kid Doc 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 the outstanding voting securities of 24/7 Kid Doc as of March 9, 2020, and the acquisition of such shares resulted in a change in control of 24/7 Kid Doc.

See accompanying notesOn March 11, 2020, the Company was incorporated in Florida as a wholly owned subsidiary of 24/7 Kid Doc and QDM Merger Sub, Inc. (“Merger Sub”), a Florida corporation and a wholly owned subsidiary of the Company, for the purposes of effectuating a name change by implementing a reorganization of the corporate structure of 24/7 Kid Doc through a merger (the “Merger”). On March 13, 2020, an Agreement and Plan of Merger (the “Merger Agreement”) was entered into by and among 24/7 Kid Doc, the Company, and Merger Sub. On April 8, 2020, the Articles of Merger were filed with the State of Florida to unaudited financial statements.

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24/7KID DOC, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2019

(UNAUDITED)effect the Merger as stipulated by the Merger Agreement.

(1)BasisPursuant to the Merger Agreement, Merger Sub merged with and into 24/7 Kid Doc, with 24/7 Kid Doc being the surviving entity. As a result, the separate corporate existence of PresentationMerger Sub ceased and Going Concern

The accompanying unaudited condensed financial statements have been prepared in accordance24/7 Kid Doc became a direct, wholly-owned subsidiary of the Company. Pursuant to the Merger Agreement and as a result of the Merger, all issued and outstanding shares of common stock and Series B Preferred Shares of 24/7 Kid Doc were converted into shares of the Company’s common stock and Series B Preferred Shares, respectively, on a one-for-one basis, with U.S. generally accepted accounting principles (GAAP) for interim financial informationthe Company securities having the same designations, rights, powers and Rule 8.03preferences and the qualifications, limitations and restrictions as the corresponding share of Regulation SX.the securities of 24/7 Kid Doc being converted. As such, they do not includea result, upon consummation of the Merger, all of the information and footnotes required by GAAP for complete financial statements. Instockholders of 24/7 Kid Doc immediately prior to the opinionMerger became stockholders of management, all adjustments (including normal, recurring adjustments) considered necessary for a fair presentation have been included.the Company.

Upon consummation of the Merger, the Company became the successor issuer to 24/7 Kid Doc pursuant to 12g-3(a) and as a result shares of the Company’s common stock were deemed to be registered under Section 12(g) of the Exchange Act.

After the change in control in 24/7 Kid Doc and the Merger, the Company plans to conduct insurance brokerage business in Hong Kong. The Company plans to implement this business plan isthrough formation or acquisition of an existing insurance brokerage business. To implement its business plan, during the three months ended June 30, 2020, the Company engaged professionals (legal counsel and accountants) to createevaluate the optimal corporate structure for its new business and conduct due diligence on a company that will deliver pediatric servicespotential target. The Company expects to children and adults 24 hours a day, 7 days a week herecomplete the formation or acquisition of the insurance brokerage business in the United States.  In addition,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 the respective various governments and oversight bodies in China.

Going Concern

Our accompanying financial statements contemplate the realization of assets and liquidation of liabilities in the normal course of business. We have suffered recurring losses from operations and have stockholder and working capital deficits at June 30, 2020. Our primary liabilities as of June 30, 2020 consist of short-term accounts payable and accrued liabilities that are due within 12 months. We recognize we will 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 or the standard of care is a concern.raise capital from existing shareholders. While we do not anticipate having significantbelieve we will obtain adequate cash outlays until we implementto meet 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 yearsyear ended December 31, 2018 and 2017, including notes, filed with the Company’s Form 10-12G.2019.

(2)RecentCash and Cash Equivalents

For purposes of the statements of cash flows, we consider all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents.

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.

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 its eventual disposition is less than its carrying amount. As at June 30, 2020, we did not have any long lived assets.

Revenue Recognition

On January 1, 2019, the Company adopted Accounting PronouncementsStandards 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:

The Company did not generate any revenue during the three and six months ended June 30, 2020 and 2019.

Use of Estimates

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.

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 and six months ended June 30, 2020 and 2019.

Fair Value of Financial Instruments

At June 30, 2020, our short-term financial instruments consist primarily of cash, accounts payable, accrued liabilities and advances from a shareholder. 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 issued(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 new accounting standard on accounting for leases which went into effect at the end of 2018.  We have not entered into any lease arrangementssingle segment and therefore this new accounting standard has no effect onwill evaluate additional segment disclosure requirements if we expand our financial statements.operations.

ThereIncome Taxes

We compute income taxes in accordance with FASB ASC Topic 740, Income Taxes. Under ASC-740, deferred tax assets and liabilities are no other new accounting pronouncements for which adoptioncomputed 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 have a materialbe 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 our financial statementsdeferred taxes of a change in future accounting periods.

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(3)Basic and Diluted Income (Loss) Per Sharetax 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 Company calculatesamount 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 and six months ended June 30, 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 and diluted income (loss)loss per share as required by the FASB Accounting Standards Codification.in accordance with ASC Topic 260, Earnings per Share. Basic income (loss)loss per share is calculated by dividing net income (loss)loss by the weighted average number of shares of common sharesstock outstanding for the period. Diluted income (loss)loss per share is calculated by dividing net income (loss)loss by the weighted average number of shares of common sharesstock and dilutive common stock equivalents outstanding. During periods whenin which we report a net loss, anti-dilutiveincur 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.

Note 3. Property and Equipment

Property and equipment consist of the following at June 30, 2020 and December 31, 2019:

Depreciation charged to operations was nil and $72 for the three and six months ended June 30, 2020 and $72 and $143 for the three and six months ended June 30, 2019, respectively.

On April 1, 2020, the Company wrote off all office equipment as a result of the change in control. These fixed assets were still in use by the former major shareholders after change in control and were not transferred to the Company. The total book value of $543 of the office equipment therefore was wrote off and recorded as a loss for the six months ended June 30, 2020.

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 $0.8 per share ($0.008 per share before the Reverse Stock Split as defined below), 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 a result of the Reverse Stock Split, additional 391 shares were issued due to round-up effects.

Common Stock

In January 2020, 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 price 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 six months ended June 30, 2020.

There were no treasury stock transactions during the six months ended June 30, 2020. During the six months ended June 30, 2019, the Company redeemed 6,223 (622,300 before the Reverse Stock Split) shares of common stock at a cost of $19,622.

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.

Additional Paid-in-capital

During the six months ended June 30, 2020, the Company received capital contribution of $18,262 from its shareholder for working 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 loan was treated as a capital transaction and the amount was recorded in additional paid-in-capital.

No compensation cost was recognized during the six months ended June 30, 2020 or 2019 as a result of stock options. We had no exercisable options outstanding at June 30, 2020.

Note 6. Related Party Transaction

During the fourth quarter of 2018 and first quarter of 2019, certain shareholders and affiliates of shareholders provided funds in the computation.  aggregate principal amount of $241,067 to 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).

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 on behalf of the Company during 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 three and six months ended June 30, 2020, the Company received $5,000 and $18,262 capital contributions, respectively, from Tim Shannon for working capital uses.

During the three and six months ended June 30, 2020, the Company received advances of nil and $67,224, respectively, from its current major shareholder, Huihe Zheng, to support its operations. The total shareholder advance balance in the amount of $67,224 as of June 30, 2020 is a non-interest bearing loan and due on demand.

Note 7. Subsequent Events

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to June 30, 2020 has determined that it does not have any material subsequent events to disclose in these financial statements.

The 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 beliefs. 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 elsewhere in this Report. Our interim financial statements are stated in United States Dollars and are prepared in accordance with United 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, during the three months ended 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 other factors, the developments of the COVID -19 pandemic, including the duration and spread of the COVID 19 and lockdown restrictions imposed by the respective various governments and oversight bodies in China.

Results of Operations

We did not havegenerate any dilutive common stock equivalents duringrevenue for the three and six months ended June 30, 2020 and 2019 because we were not able to market our products and services effectively, or at all. After the change of control occurred in March 2020, we were still in the process of implementing our new business plan (refer to “Overview” above) and hence no revenue was generated after the change in control in March 2020 to June 30, 2020. We do not expect to generate any of the nine-month periods ended September 30, 2019 and 2018.

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operationsrevenue until we form or acquire an operating business.

TrendsFor the six months ended June 30, 2020, we incurred $121,187 in general and Uncertainties.administrative expenses, $2,365 in interest expenses for convertible promissory notes, and net $17 in other expenses. As a result, we had net loss of $123,569 for the six months ended June 30, 2020.

For the six months ended June 30, 2019, we incurred $153,934 in general and administrative expenses and $13,626 in interest expenses for convertible promissory notes. As a result, we had net loss of $167,560 for the six months ended June 30, 2019.

Our 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. The decrease in expenses the six months ended June 30, 2020 compared to the same period of 2019 was due to less officer and employee expenses were incurred due to the change in control. In the six months ended June 30, 2020, we incurred $21,000 less officer and employee expenses since our officers did not take compensation after the change in control and we had no employees during 2020. In addition, we incurred less travel expenses and office expenses in 2020 mainly as a result of change in control.

For the three months ended June 30, 2020, we incurred $53,097in general and administrative expenses and net $17 in other expenses. As a result, we had net loss of $53,114 for the three months ended June 30, 2020.

For the three months ended June 30, 2019, we incurred $86,575 in general and administrative expenses and $7,212 on interest expenses accrued on the convertible promissory notes. As a result, we had net loss of $93,787 for the three months ended June 30, 2019.

The decrease in expenses the three months ended June 30, 2020 compared to the same period of 2019 was due to less officer and employee expenses were incurred due to the change in control. In the three months ended June 30, 2020, we incurred $21,000 less officer and employee expenses since our officers did not take compensation after the change in control and we had no employees during 2020. In addition, we incurred less travel expenses and office expenses in 2020 as a result of change in control.

Liquidity and Capital Resources

 As of June 30, 2020, the Company had cash balance of $282 as compared to $1,557 as of December 31, 2019.

As of June 30, 2020, the Company had total liabilities of $83,972 and an accumulated deficit of $9,052,296. As of December 31, 2019, the Company had total liabilities of $321,720 and an accumulated deficit of $8,928,727.

Cash Flows from Operating Activities  There

For the six months ended June 30, 2020, net cash used in operating activities was $86,761, which is mainly the result of:

Net cash used in operating activities for the six months ended June 30, 2019 was $151,457, which is mainly the result of:

Cash Flows from Financing Activities

For the six months ended June 30, 2020, net cash generated by financing activities was $85,486, due to: 1) shareholder capital contributions of $ 18,262; and 2) shareholder advances of $67,224.

For the six months ended June 30, 2019, net cash generated by financing activities was $124,829 due to: 1) proceeds of $125,008 from notes payable; 2) proceeds of $19,443 from shareholder advances; and 3) payment of $19,622 for the buyback of the Company’s common stock.

Our future capital requirements will depend on numerous factors including, but not limited to, the implementation 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 start-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 next 12 months.

Material Commitments

We have no other known trends, events or uncertaintiesmaterial commitments for the next twelve months. We will, however, require additional capital to meet our liquidity needs.

Off-Balance Sheet Arrangements

As of the date of this Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a material impactcurrent or future effect on our short term or long-term liquidity.  Sources of liquidity will come from sales of our services.  There are no material commitments for capital expenditure currently.  There are no trends, events or uncertainties that have had or are reasonably expected to have a material impact on the net sales orfinancial condition, changes in financial condition, revenues or income from continuingexpenses, results of operations, Thereliquidity, capital expenditures or capital resources that are no other known causes for any material changes from period to period in one or more-line items of our financial statements.

Our common stock is traded on the OTC QB market under the trading symbol TVMD.

Capital Resources and Source of Liquidity.  

For the nine months ended September 30, 2019, we had a net loss of $215,639.  We had the following adjustments to reconcile net loss to net cash used in operating activities: we recorded depreciation adjustments of $215 and had interest added to notes payable of $20,917.  We had a decrease in cash in attorney’s trust account of $11,834 and a decrease in accounts payable and accrued expenses of $9,500.  We had net cash used in operating activities of $192,173 for the nine months ended September 30, 2019.

For the nine months ended September 30, 2018, we had a net loss of $60,613.  We had the following adjustments to reconcile net loss to net cash used in operating activities: we recorded depreciation adjustments of $216 and had interest added to shareholder loans of $1,121.  We had an increase in accounts payable and accrued expenses of $45,000. As a result, we had net cash used in operating activities of $14,276 for the nine months ended September 30, 2018.

For the nine months ended September 30, 2019, we received $125,008 as proceeds from notes payable.  We received $19,443 as proceeds from a shareholder advance.  We spent $19,622 for the purchase of treasury stock.  As a result, we had net cash provided by financing activities of $124,829 for the nine months ended September 30, 2019.  For the nine months ended September 30, 2018, we received $5,000 from the purchase of common shares.

We did not pursue any investing activities for the nine months ended September 30, 2019 and 2018.

While we believe that our cash on hand will be sufficient to conduct operations through December 31, 2019, we recognize that our ability to continue as a going concern is dependent on our ability to generate profitable operations and no assurance can be given that we will be able to accomplish such endeavor.   

Results of Operations – Three Months Ended September 30, 2019 and 2018

For the three months ended September 30, 2019, we did not record any revenues.  We spent $40,787 on general and administrative expenses.  We had interest expenses of $7,292.  As a result, we had a net loss of $48,079 for the three months ended September 30, 2019.

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For the three months ended September 30, 2018, we did not record any revenues.  We spent $17,636 on general and administrative expenses.  We spent $374 on interest expenses.  As a result, we had a net loss of $18,010 for the three months ended September 30, 2018.

The $30,069, or 167.0% increase in net loss for the three months ended September 30, 2019 compared to the three months ended September 30, 2018 is primarily due to the increase in general and administrative expenses during the three months ended September 30, 2019.  Our expenses during this period were primarily expenses involved in general operating expenses and expenses involved in developing the Telemedicine business.

Results of Operations – Nine Months Ended September 30, 2019 and 2018

For the nine months ended September 30, 2019, we did not record any revenues.  We spent $194,721 on general and administrative expenses.  We had interest expenses of $20,918.  As a result, we had a net loss of $215,639 for the nine months ended September 30, 2019.

For the nine months ended September 30, 2018, we did not record any revenues.  We spent $60,895 on general and administrative expenses.  We had other income of $1,404 and spent $1,122 on interest expenses.  As a result, we had a net loss of $60,613 for the nine months ended September 30, 2018.

The $155,026 or 255.8% increase in net loss for the nine months ended September 30, 2019 compared to the three months ended September 30, 2018 is primarily due to the increase in general and administrative expenses during the nine months ended September 30, 2019.  Our expenses during this period were primarily expenses involved in general operating expenses and expenses involved in developing the Telemedicine business.investors.

Not applicable for smaller reporting companies.applicable.

Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are 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'sSEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed byin our company in the reports that it filesfiled or submitssubmitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer who is also our Chief Financial Officer,chief executive officer and chief financial officer (the “Certifying Officers”) or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Our management carried out an evaluation under

Under the supervision and with the participation of our Chief Executive Officer who is also ourand Chief Financial Officer of(the “Certifying Officers”), we evaluated the effectiveness of the design and operation of our disclosure

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controls and procedures pursuant toas defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act").Act. Based upon that evaluation,on the foregoing, our Chief Executive Officer who is also our Chief Financial Officer hasCertifying Officers concluded that our disclosure controls and procedures were not effective as of SeptemberJune 30, 2019, based on2020 due to the following deficiencies:

Weaknesses in Accounting and Finance Personnel: We have a small accounting staff and we do not have the robust employee resources and expertise needed to meet complex and intricate GAAP and SEC reporting requirements of a U.S. public company. Additionally, numerous adjustments and proposed adjustments have been noted by our auditors. This is deemed by management to be a material weakness in preparing financial statements.

We do not have written control procedures, and do not have sufficient staff to implement the related controls. Management had determined that this lack of written control procedures and the lack of the implantation of segregation of duties, represents a material weakness in our internal controls.

Internal control has as its core a basic tenantover financial reporting, which are indicative of segregation of duties. Due to our limited size and economic constraints, the Company is not able to segregate for control purposes various asset control and recording duties and functions to different employees. Thismany small companies with small staff: (i) lack of proper segregation of duties had been evaluated by management and has been deemed to be a material control deficiency.

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 workdevote resources to correctremediate these deficiencies oncematerial weaknesses as we have revenues sufficient enough to hire new personnel.grow and such resources required for implementing proper internal controls for financial reporting are available.

Changes in Internal Control over Financial Reporting

Our management has also evaluatedThere were no changes in our internal control over financial reporting and thereduring the fiscal quarter ended June 30, 2020 that have been no significant changes inmaterially affected, or are reasonably likely to materially affect, our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.

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PART II - OTHER INFORMATION

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.

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

None.

None.

Not applicable.

Not applicable.

*Filed herewith.

**Furnished herewith. 

Item 1.   Legal Proceedings

None

Item 1A.  Risk Factors  

Not applicable for smaller reporting companies

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

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.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 herewith

**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.

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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.

Dated: November 13, 2019

	QDM International Inc.
Dated:  August 14, 2020	By:	/s/ Huihe Zheng
		Name: Huihe Zheng
		Title:    Chief Executive Officer and President (Principal Executive Officer)
Dated:  August 14, 2020	By:	/s/ Tim Shannon
		Name: Tim Shannon
		Title:    Chief Financial Officer (Principal Financial and Accounting Officer)

24/7 KID DOC, INC.

By:/s/Timothy B. Shannon

Timothy B. Shannon

Chief Executive Officer

Chief Financial Officer

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