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

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

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

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

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

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

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

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

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

As of August ~~12, 2020,~~9, 2021, there were ~~[1,667,785]~~6,238,553 shares of the registrant’s common stock, par value $0.0001 per share, issued and outstanding.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This ~~quarterly report~~Quarterly Report on ~~form~~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 implement~~the impact (including travel and entry restrictions and quarantine) of public health epidemics, including the COVID-19 pandemic in China, Hong Kong and the rest of the world, on the market we operate in and our business, ~~plan;~~results of operations and financial condition;

	●	~~our ability to retain key employees;~~the impact of political uncertainty and social unrest in Hong Kong and laws, rules and regulations of the Chinese government aimed at addressing such unrest;

	●	~~adverse changes in general~~the market ~~conditions~~ for ~~insurance brokerage business~~our services in Hong Kong ~~we plan to enter;~~and Mainland China;

	●	our ~~ability to continue as a going concern;~~expansion and other plans and opportunities;

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

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

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

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

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

	●	changes in ~~foreign, cultural, economic, political~~other applicable laws or regulations in Hong Kong related to or that could impact our business;

	●	our management of business through a U.S. publicly-traded and ~~financial market conditions which could impair our~~reporting company and the general reputation and potential scrutiny of U.S. publicly-traded companies with their principal operations in Hong Kong and China; and

	●	other assumptions regarding or descriptions of potential future ~~operations and financial performance (including, without limitation, the changes resulting from the global novel coronavirus outbreak of 2019-2020~~events or circumstances described in ~~the United States and around the world).~~this Report underlying or relating to any forward-looking statements.

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

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

iii

PART I - FINANCIAL INFORMATION

~~Item 1.~~

~~Financial Statements~~

Item 1. Financial Statements

QDM INTERNATIONAL INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30 ~~2020~~ AND ~~DECEMBER~~MARCH 31, ~~2019~~2021


							June 30, 2021			March 31, 2021
	June 30, 2020			December 31, 2019			(Unaudited)
ASSETS		(Unaudited)
Current assets:
Cash and cash equivalents	$	282		$	1,557		$	30,389		$	35,605
Accounts receivable								2,541			2,250
Prepaid expenses		21,000			—			10,714			42,526
Deferred assets								0			70,673
Total current assets		21,282			1,557			43,644			151,054

Property and equipment, at cost, net		—			615

Total assets	$	21,282		$	2,172		$	43,644		$	151,054

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable & accrued liabilities	$	16,748		$	33,000		$	17,665		$	5,055
Notes payable		—			269,277
Advances from shareholder		67,224			19,443
Due to related parties								439,169			556,497

Total current liabilities		83,972			321,720			456,834			561,552

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, 1,668,049 and 518,105 shares issued and 1,653,873 and 503,929 shares outstanding		167			5,181
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 545,386 and 913,500 issued and outstanding								54			91
Common stock, $0.0001 par value, 200,000,000 shares authorized, 6,238,553 and 1,688,049 shares issued and 6,224,377 and 1,673,873 shares outstanding								624			169
Subscription receivable								(48,718	)		(48,718	)
Treasury stock, 14,176 and 14,176 shares at cost								(60,395	)		(60,395	)
Additional paid-in capital		9,049,699			8,664,158			9,443,219			9,337,310
Treasury stock, 14,176 and 14,176 shares at cost		(60,395	)		(60,395	)
Accumulated deficit		(9,052,296	)		(8,928,727	)		(9,747,974	)		(9,638,955	)
Total stockholders’ deficit		(62,690	)		(319,548	)		(413,190	)		(410,498

Total liabilities and shareholders’ deficit	$	21,282		$	2,172
Total liabilities and stockholders’ deficit							$	43,644		$	151,054

See accompanying notes to condensed consolidated financial statements.

QDM INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE ~~AND SIX~~ MONTHS ENDED JUNE 30, ~~2020~~2021 AND ~~2019~~2020

For the Three Months Ended

For the Six Months Ended
June 30, June 30,
2020 2019 2020 2019
(Unaudited) (Unaudited) (Unaudited) (Unaudited)

Operating expenses
General & administrative expenses $ 53,097 $ 86,575 $ 121,187 $ 153,934
Total  operating expenses 53,097 86,575 121,187 153,934

Loss from operations (53,097 ) (86,575 ) (121,187 ) (153,934 )

Other expense
Interest expenses —   (7,212 ) (2,365 ) (13,626 )
Other expenses – write off of fixed assets (543 ) —   (543 ) —
Other income 526 —   526 —
Total other expense (17 ) (7,212 ) (2,382 ) (13,626 )

Loss before income taxes (53,114 ) (93,787 ) (123,569 ) (167,560 )

Provision for income taxes —   —   —   —

Net loss $ (53,114 ) $ (93,787 ) (123,569 ) (167,560 )

Earnings (loss) per common share:
Basic loss per share $ (0.03 ) (0.19 ) (0.09 ) (0.33 )
Diluted loss per share $ (0.03 ) (0.19 ) (0.09 ) (0.33 )

Weighted average basic & diluted shares outstanding:
Preferred 13,500 10,000 15,820 10,000
Common 1,653,701 504,555 1,312,996 506,690


	For the Three Months Ended
	June 30
	2021			2020
	(Unaudited)			(Unaudited)
Revenue	$	11,610		$	20,880
Cost of sales		11,610			19,578
Gross profit		0			1,302

Operating expenses
General & administrative expenses	$	108,123		$	82,709
Total operating expenses		108,123			82,709

Loss from operations		(108,123	)		(81,407	)

Other (income) expense
Finance costs		896			77
Other (income) expense, net					(3,521	)
Total other expense (income)		896			(3,444	)

Income(loss) before income taxes		(109,019	)		(77,963	)

Net income(loss)	$	(109,019	)	$	(77,963	)

Earnings per common share:
Basic	$	(0.03	)	$	(0.05	)
Diluted	$	(0.03	)		(0.05	)

Weighted average basic & diluted shares outstanding:
Preferred stocks		550,833			13,500
Common		3,998,813			1,682,054

See accompanying notes to condensed consolidated financial statements.

QDM INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE ~~SIX~~THREE MONTHS ENDED JUNE 30, ~~2020~~2021 AND ~~2019~~2020

~~For the Three Months Ended June 30, 2019~~

Preferred Common Treasury Preferred share Common share Treasury Additional Paid-in Accumulated
Stock Stock Stock Amount Amount Amount Capital Deficit Total
Balance March 31, 2019 10,000 518,105 11,158 $ 100 $ 5,181 (46,580 ) $ 8,451,308 $ (8,535,266 ) $ (125,257 )
Share redemptions — — 3,018 — — (13,815 ) — — (13,815 )
Net loss — — — — — — — (93,787 ) (93,787 )
Balance June 30, 2019 (Unaudited) 10,000 518,105 14,176 $ 100 $ 5,181 (60,395 ) $ 8,451,308 $ (8,629,053 ) $ (232,859 )

~~For the Six Months Ended June 30, 2019~~

Preferred Common Treasury Preferred share Common share Treasury Additional Paid-in Accumulated
Stock Stock Stock 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 — — 6,223 — — (19,622 ) — — (19,622 )
Net loss — — — — — — — (167,560 ) (167,560 )
Balance June 30, 2019 (Unaudited) 10,000 518,105 14,176 $ 100 $ 5,181 (60,395 ) $ 8,451,308 $ (8,629,053 ) $ (232,859 )

~~For the Three Months Ended June 30, 2020~~

Preferred Common Treasury Preferred share Common share Treasury Additional Paid-in Accumulated
Stock Stock Stock Amount Amount Amount Capital Deficit Total
Balance March 31, 2020 13,500 1,667,658 14,176 $ 135 $ 167 (60,395 ) $ 9,044,699 $ (8,999,182 ) $ (14,576 )
Share issuance - reverse split round-up —   391 —   —   —   —   — —   —
Contribution from shareholders —   —   —   —   —   —   5,000 —   5,000
Net loss —   —   —   —   —   —   —   (53,114 ) (53,114 )
Balance June 30, 2020 (Unaudited) 13,500 1,668,049 14,176 $ 135 $ 167 (60,395 ) $ 9,049,699 $ (9,052,296 ) $ (62,690 )

~~For the Six Months Ended June 30,~~

Preferred Common Treasury Preferred share Common share Treasury Additional Paid-in Accumulated
Stock Stock Stock Amount Amount Amount Capital Deficit Total
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
Share issuance - reverse split round-up —   391 —   —   — —   — —   —
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 —   —   —   —   —   —   18,262 —   18,262
Forgiveness of shareholder advances —   —   —   —   —   —   19,443 —   19,443
Net loss —   —   —   —   —   —   —   (123,569 ) (123,569 )
Balance June 30, 2020 (Unaudited) 13,500 1,668,049 14,176 $ 135 $ 167 (60,395 ) $ 9,049,699 $ (9,052,296 ) $ (62,690 )


	Preferred Stock			Common Stock		Treasury Stock			Preferred Stock Amount			Common Stock Amount		Treasury Amount			Additional Paid-in Capital			Subscription Receivable			Accumulated Deficit			Total
March 31, 2020		13,500			1,667,658		(14,176	)	$	1		$	167		(60,395	)	$	9,503,807		$	(48,718	)	$	(9,331,253	)	$	63,609
Net loss		—			—		—			—			—		—			—			—			(77,963	)		(77,963	)
Contribution from shareholders		—			—		—			0			0		0			5,000						0			5,000
Share issuance due to reverse-split round up		—			391		—			—			—		—						—			—
June 30, 2020 (Unaudited)		13,500			1,668,049		(14,176	)	$	1		$	167		(60,395	)	$	9,508,807		$	(48,718	)	$	(9,409,216	)	$	(9,354	)

Balance March 31, 2021		913,500			1,688,049		(14,176	)	$	91		$	169		(60,395	)	$	9,337,310		$	(48,718	)	$	(9,638,955	)	$	(410,498	)
Net loss		—			—		—			—			—		—			—			—			(109,019	)		(109,019	)
Share offering costs		—			—		—			—			—		—			(94,173	)		—			—			(94,173	)
Conversion to common shares		(368,114	)		4,049,254		—			(37	)		405		—			(368	)		—			—			—
Issuance of common stock		—			501,250		—			—			50		—			200,450			—			—			200,500
Balance June 30, 2021 (Unaudited)		545,386			6,238,553		(14,716	)	$	54		$	624		(60,395	)	$	9,443,219		$	(48,718	)	$	(9,747,974	)	$	(413,190	)

See accompanying notes to condensed consolidated financial statements.

QDM INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~SIX~~THREE MONTHS ENDED JUNE 30, ~~2020~~2021 AND ~~2019~~2020

June 30, 2020 June 30, 2019
(Unaudited) (Unaudited)
Cash flows from operating activities:
Net loss $ (123,569 ) $ (167,560 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation 72 143
Interest added to notes payable 2,365 13,626
Share-based payments 38,080 —
Write-off of fixed assets 543 —
Changes in assets and liabilities:
Increase in cash in prepaid expenses (21,000 ) —
Decrease in cash in attorney’s trust account —   11,834
(Increase) decrease in accounts payable and accrued liabilities 16,748 (9,500 )
Net cash used in operating activities (86,761 ) (151,457 )

Cash flows from financing activities:
Proceeds from notes payable —   125,008
Proceeds from shareholder advance 67,224 19,443
Redemption of common shares —   (19,622 )
Contribution from shareholders 18,262 —
Net cash provided by (used) in financing activities 85,486 124,829

Net increase (decrease) in cash (1,275 ) (26,628 )

Cash and cash equivalents, beginning 1,557 76,286

Cash and cash equivalents, ending $ 282 $ 49,658

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 $ —


	June 30, 2021			June 30, 2020
	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net loss	$	(109,019	)	$	(77,963	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		0			84
Net (gain)/loss from write-off of fixed assets		0			543
Changes in working capital:
Accounts receivable & other receivable		(291	)		2,021
Prepaid expenses		31,812			(21,000	)
Accounts payable & accrued liabilities		12,610			7,026
Due to a related party		(36,633	)		26,827
Net cash used in operating activities		(101,521	)		(62,462	)

Cash flows from financing activities:
Proceeds borrowed from related parties		119,805			87,538
Payments to related parties		(200,500	)		(10,009	)
Share issuance proceeds		200,500			0
Costs related to equity financing		(23,500	)		0
Contribution from shareholders		0			5,000
Net cash provided by (used) in financing activities		96,305			82,529

EFFECT OF EXCHANGE RATE CHANGES ON CASH		0			0
NET INCREASE (DECREASE) IN CASH		(5,216	)		20,067
CASH, BEGINNING OF PERIOD	$	35,605		$	62,780
CASH, END OF PERIOD		30,389			82,847

SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	$	0		$	0
Cash paid for income taxes	$	0		$	0
Non-cash transactions:
Forgiveness of shareholder advances	$			$

See accompanying notes to condensed consolidated financial statements.

QDM International Inc.

Notes to Condensed Consolidated Financial Statements

June 30, ~~2020~~2021 and ~~2019~~

~~(Unaudited)~~2020

~~Note~~ 1. Organization and ~~liquidity~~principal activities

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

~~On March 11, 2020, the Company~~ was incorporated in Florida ~~as a~~in November 1998. The Company, conducts its business through an indirect wholly owned subsidiary, ~~of 24/7 Kid Doc and QDM Merger Sub, Inc. (~~“~~Merger Sub~~”YeeTah Insurance Consultant Limited (“YeeTah”), a ~~Florida corporation~~licensed insurance brokerage company located in Hong Kong, China. YeeTah sells a wide range of insurance products, consisting of two major categories: (1) life and medical insurance, such as individual life insurance; and (2) general insurance, such as automobile insurance, commercial property insurance, liability insurance, homeowner insurance. In addition, as a ~~wholly owned subsidiary~~Mandatory Provident Fund (“MPF”) Intermediary, YeeTah also assists its customers with their investment through the MPF and the Occupational Retirement Schemes Ordinance schemes (“ORSO”) in Hong Kong, both of which are retirement protection schemes set up for employees.

On October 21, 2020, the Company ~~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 bya share exchange agreement (the “Share Exchange Agreement”) with QDM Holdings Limited, a British Virgin Islands (“BVI”) company (“QDM BVI”), and ~~among 24/7 Kid Doc,~~Huihe Zheng, the ~~Company,~~sole shareholder of QDM BVI (“Mr. Zheng”), who is also the Company’s principal stockholder, Chairman and ~~Merger Sub. On April 8, 2020,~~Chief Executive Officer, to acquire all the ~~Articles of Merger were filed with the State of Florida to effect the Merger as stipulated by the Merger Agreement.~~

Pursuant 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 Merger Sub ceased and 24/7 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 capital stock of QDM BVI in exchange for the issuance to Mr. Zheng of 900,000shares of ~~common stock and~~a newly designated Series BC Convertible Preferred ~~Shares of 24/7 Kid Doc were converted~~Stock, par value $0.0001 per share, with each Series C Convertible Preferred Stock initially being convertible into 11 shares of the Company’s common stock, par value $0.0001 per share, subject to certain adjustments and ~~Series B Preferred Shares, respectively,~~limitations (the “Share Exchange”). The Share Exchange closed on a one-for-one basis, with the Company securities having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding share of the securities of 24/7 Kid Doc being converted. October 21, 2020.

As a result ~~upon~~of the consummation of the ~~Merger,~~Share Exchange, the Company acquired all the issued and outstanding capital stock of ~~the stockholders~~QDM BVI and its subsidiaries, QDM Group Limited, a Hong Kong corporation and wholly owned subsidiary of ~~24/7 Kid Doc immediately~~QDM BVI (“QDM HK”) and YeeTah.

The Company was a shell company prior to the ~~Merger became stockholders~~reverse acquisition which occurred as a result of the ~~Company.~~

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

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

As a result of the Share Exchange, the Company ~~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~~ceased to be ~~registered under Section 12(g) of~~a shell company.

Unless the ~~Exchange Act.~~context specifically requires otherwise, the term “Company” used herein means QDM International Inc. together with its direct and indirect subsidiaries described above.

Going Concern

~~After the change in control in 24/7 Kid Doc and the Merger,~~

The consolidated financial statements have been prepared on a going concern basis which assumes the Company ~~plans~~will be able 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~~realize 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 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~~discharge its 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~~business for the foreseeable future. The Company has incurred a loss since inception resulting in an accumulated deficit 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 our2021. Accordingly, there is substantial doubt about the Company’s ability to be successful in such endeavors, we may seek to raise capital from existing shareholders. While we believe we will obtain adequate cash to meet our commitments in 2020, there can be no assurance that our beliefs will come to fruition in which case we would 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~~ The ability to continue as a going concern is dependent upon the Company generating revenue and profit in the future and/or to obtain necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months primarily through financings from the Company’s major shareholder, although the Company may seek other sources of funding, including public and private offerings of securities.

These consolidated financial statements do not reflect adjustments that would be necessary if the Company were unable to continue as a “going concern.” While management believes that the actions already taken or planned, including adjusting its operating expenditures and obtaining financial supports from its principal shareholder, will mitigate the adverse conditions and events which raise doubt about the validity of the “going concern” assumption used in preparing these financial statements, there can be no assurance that these actions will be successful. If the Company were unable to continue as a “going concern,” then substantial adjustments would be necessary to the reported amounts of its liabilities, the reported expenses and the consolidated balance sheet classifications used.

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 shown and are not necessarily indicative of the results to be expected for the ~~full~~fiscal year ending ~~December~~March 31, ~~2020.~~2022. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended ~~December~~March 31, ~~2019.~~2021 filed with the Securities and Exchange Commission on July 12, 2021.

~~Cash 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 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 three and six months ended June 30, 2020 and 2019.~~

Use of Estimates

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

~~Advertising Costs~~Foreign Currency and Foreign Currency Translation

~~Advertising costs~~The Company’s reporting currency is the United States Dollar (“US$” or “$”). The Company’s operations are ~~charged~~principally conducted in Hong Kong where Hong Kong dollar is the functional currency.

Transactions denominated in other than the functional currencies are re-measured into the functional currency of the entity at the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in currencies other than the applicable functional currencies are translated into the functional currency at the prevailing rates of exchange at the balance date. The resulting exchange differences are reported in the statements of operations and comprehensive loss.

The exchanges rates used for translation from Hong Kong dollar to ~~operations~~US$ was 7.8000, a pegged rate determined by the linked exchange rate system in Hong Kong. This pegged rate was used to translate Company’s balance sheets, income statement items and cash flow items for both 2021 and 2020.

Certain Risks and Concentration

The Company’s financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and receivables, and other assets. As of June 30, 2021, substantially all of the Company’s cash and cash equivalents were held in major financial institutions located in Hong Kong, which management considers to being of high credit quality.

Cash and Cash Equivalents

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

Accounts Receivable

Accounts receivable represents trade receivable and are recognized initially at fair value and subsequently adjusted for any allowance for doubtful accounts and impairment.

The Company makes impairment loss for bad and doubtful debts based on assessments of the recoverability of the trade and other receivables based on individual account analysis, including the current creditworthiness and the past collection history of each debtor. Impairments arise when there is an objective evidence indicate that the ~~advertising first takes place. We~~balances may not be collectible. The identification of bad and doubtful debts, in particular of a loss event, requires the use of judgment and estimates, which involve the estimates of specific losses on individual exposures, as well as a provision on historical trends of collections. Based on management of customers’ credit and ongoing relationship, management makes conclusions whether any balances outstanding at the end of the period will be deemed uncollectible on an individual basis and on aging analysis basis. The provision is recorded against accounts receivables balances, with a corresponding charge recorded in the statements of income and comprehensive income. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable.

The Company historically did not have ~~any advertising costs charged to operations~~material bad debts in accounts receivable. There were no bad debt expenses for the three ~~and six~~ months ended June 30, 2021 and 2020 and ~~2019.~~there was 0 provision for doubtful accounts as of June 30, 2021 and March 31, 2021.

~~Fair Value of Financial Instruments~~Revenue Recognition

~~At June 30, 2020,~~The Company generates revenue primarily by providing insurance brokerage services in Hong Kong. The Company sells insurance products underwritten by insurance companies operating in Hong Kong to its individual customers and is compensated for its services by commissions paid by insurance companies, typically based on a percentage of the premium paid by the insured.

FASB Accounting Standards Codification (“ASC”) Topic 606 provides for a five-step model for recognizing revenue from contracts with customers. These five steps include:

(i)

Identify the contract

(ii)

Identify performance obligations

(iii)

Determine transaction price

(iv)

Allocate transaction price

(v)

Recognize revenue

The Company enters into contracts with our ~~short-term~~customers (insurance companies) primarily through written contracts. Performance obligation for these insurance brokerage contracts is to help our insurance company customers to promote, coordinate and complete subscriptions of insurance policies offered by our customers for sales of our products to our customers.

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

Fair Value Measurement

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

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

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

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

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

The Company’s financial instruments ~~consist primarily of~~include cash and cash equivalents, accounts receivable, due from related parties, accounts payable and accrued liabilities, and ~~advances from a shareholder.~~due to related party. The carrying amounts of these financial instruments approximate their fair ~~value because~~values due to the short-term nature 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~~these instruments.

~~Segment Information~~

The Company ~~follows Financial Accounting Standards Board (FASB) ASC 280-10, Segment Reporting. Under ASC 280-10, certain information~~noted no transfers between levels during any of the periods presented. The Company did not have any instruments that were measured at fair value on a recurring nor non-recurring basis as of June 30, 2021.

Leases

A lease for which substantially all the benefits and risks incidental to ownership remain with the lessor is ~~disclosed based~~classified by the lessee as an operating lease. When a lease contains rent holidays, the Company records the total expenses on a straight-line basis over the lease term.

Leases that substantially transfer to the Company all the risks and rewards of ownership of assets are accounted for as capital leases. At the commencement of the lease term, a capital lease is capitalized at the lower of the fair value of the leased asset and the present value of the minimum lease payments, each determined at the inception of the lease.

The corresponding liability to the lessor is included in the balance sheets as capital lease obligation. Lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest 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.

remaining balance of the liability.

~~Income Taxes~~Assets under capital leases are depreciated the same as owned assets over the shorter of the lease term and their estimated useful lives.

~~We compute~~Taxation

Current income taxes are provided on the basis of net profit for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with ~~FASB ASC Topic 740, Income Taxes. Under ASC-740, deferred~~the regulations of the relevant tax ~~assets and liabilities~~jurisdictions.

Deferred income taxes are ~~computed based upon the difference~~recognized for temporary differences between the ~~financial statement and income~~ tax ~~basis~~bases 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~~and their reported amounts in the ~~asset or liability each period. Also, the effect on deferred taxes of~~financial statements, net operating loss carryforwards and credits. Deferred tax assets are reduced by a ~~change in tax rates is recognized in income~~valuation allowance when, in the ~~period that included the enactment date. If available evidence suggests that~~opinion of management, 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~~realized. Current income taxes are provided in accordance with the laws of the relevant taxing authorities. Deferred tax assets and liabilities are measured using enacted rates expected to ~~reduce the~~apply to taxable income in which temporary differences are expected to be reversed or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the statement of operations and comprehensive income in the period of the enactment of the change.

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

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

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

~~Stock-Based Compensation~~

~~We recognize~~The Company recognizes 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~~ASC 718 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~~Earnings per share

~~We calculate basic loss per share in accordance with ASC Topic 260, Earnings per Share.~~ Basic ~~loss~~earnings per share is ~~calculated~~computed by dividing net ~~loss~~income attributable to common shareholders by the weighted average number of shares of common stock outstanding ~~for~~during the ~~period.~~period using the two-class method. Under the two-class method, net income is allocated between shares of common stock and other participating securities based on their participating rights. Net loss is not allocated to other participating securities if based on their contractual terms they are not obligated to share in the losses. Diluted ~~loss~~earnings per share is calculated by dividing net ~~loss~~income attributable to common shareholders 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,~~equivalent shares outstanding during the period. Common equivalent shares are not ~~considered, as their effect~~included in the denominator of the diluted loss per share calculation when inclusion of such shares would be anti-dilutive.

~~Recent~~Recently Issued Accounting ~~Pronouncements~~Standards

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

the Company.

~~Note~~ 3. ~~Property and Equipment~~Deferred Asset

~~Property and equipment consist~~Deferred asset of $70,673 as of March 31, 2021 represented prepaid transaction costs in relation to the ~~following at June 30, 2020 and December 31, 2019:~~

June 30,
2020
December 31, 2019
Office equipment $ — $ 1,664
Less accumulated depreciation — (1,043 )
$ — $ 615

~~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.~~public offering completed on April 29, 2021.

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,~~On April 29, 2021, the Company ~~converted~~consummated an initial closing of a “best efforts” self-underwritten public offering of its ~~outstanding convertible notes into~~common stock, par value $0.0001 per share (the “Offering”), in which the Company issued and sold an aggregate of 501,250 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~~its common stock at a price of ~~$0.8~~$0.40 per share ~~($0.008 per~~to certain investors, generating gross proceeds to the Company of $200,500. Share offering costs of $94,173 were offset against the share ~~before~~capital in relation to the ~~Reverse~~Offering.

Preferred Stock ~~Split).~~

~~In February 2020,~~On May 17, 2021, upon receipt of a conversion notice from Mr. Zheng, the Company issued ~~710,000 (71,000,000 before the Reverse Stock Split)~~4,049,254 shares of the Company’s common stock, ~~at the equivalent price of $0.1~~par value $0.0001 per share, ~~($0.001~~upon conversion of an aggregate of 368,114 shares of Series C Convertible Preferred Stock, par value $0.0001 per share, ~~before~~at a conversion ratio of 1-for-11, pursuant to 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 duringterms of the ~~six~~Certification of Designation for the Series C Convertible Preferred Stock.

Additional Paid-in Capital

During the three 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,~~2021, the Company received capital contribution of ~~$18,262~~$5,000 from its principal 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 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.~~5. Related Party Transaction

~~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,~~ Related Parties

Name of related parties		Relationship with the Company
Siu Ping Lo		Responsible officer of YeeTah and former director of YeeTah (resigned on December 31, 2019)
Huihe Zheng		Principal Stockholder, Chief Executive Officer and Chairman of the Company
YeeTah Financial Group Co., Ltd.		A company controlled by Siu Ping Lo
Tim Shannon		Chief Financial Officer of the Company

Related Party Transactions

	(i)	During the three months ended June 30, 2021, YeeTah Financial Group Co., Ltd. (“YeeTah Financial”) charged YeeTah US$11,610 (2020: US$19,578) commission expenses in relation to insurance referral services rendered by YeeTah Financial.

	(ii)	During the three months ended June 30, 2021, the Company received NaN $nil (2020: US$5,000) in capital contributions from Tim Shannon for working capital uses.

	(ii)	During the three months ended June 30, 2021, the Company received $119,805 (2020: US$87,538) shareholder advances from Mr. Zheng for working capital uses. The Company repaid Mr. Zheng $200,500 during the three months ended June 30, 2021.

Due to ~~support its operations.~~ Related Party Balance

The ~~total shareholder advance~~Company’s due to related party balance ~~in the amount of $67,224~~ as of June 30 ~~2020~~and March 31, 2021 is ~~a non-interest bearing loan~~as follows:

Schedule of Related Party Transactions
	June 30, 2021		March 31, 2021
	US$		US$
Huihe Zheng		437,034		533,590
YeeTah Financial		2,136		22,907
Total		439,169		556,497

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

~~Note~~ Subscription Receivable Due from a Shareholder

The Company’s subscription receivable due from a shareholder balances as of June 30 and March 31, 2021 are as follows:

	June 30, 2021		March 31, 2021
	US$		US$
Huihe Zheng		48,718		48,718

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

6. Income Taxes

Hong Kong

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

The Company did not have current income tax expenses for the three months ended June 30, 2021 and 2020 since it did not have taxable incomes in these two periods.

BVI

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

Under the current Florida state and US federal income tax, the Company does not need to pay income taxes as Florida state does not levy income tax. The federal income tax is based on a flat rate of 21% for the calendar year of 2021 (2020: 21%).

Uncertain tax positions

The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of June 30 and March 31, 2021 the Company did not have any significant unrecognized uncertain tax positions.

7. Commitments and Contingencies

The Company did not have other significant commitments, long-term obligations, or guarantees as of June 30, 2021.

Contingencies

The Company is subject to legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome arising out of any such matter will have a material adverse effect on our business, financial position, cash flows or results of operations taken as a whole. As of June 30, 2021, the Company is not a party to any material legal or administrative proceedings.

8. Loss Per Share

Basic and diluted net loss per share for each of the three month periods presented are calculated as follows:

Basic loss per share is computed using the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of ordinary shares and dilutive ordinary share equivalents outstanding during the period.

Schedule of loss per share
	June 30, 2021			June 30, 2020
	US$			US$
Numerator:
Net loss attributable to ordinary shareholders—basic and diluted		(109,019	)		(77,963	)

Denominator:
Weighted average number of ordinary shares outstanding—basic and diluted		3,998,813			1,682,054

Loss per share attributable to ordinary shareholders —basic and diluted		(0.03	)		(0.05	)

9. Subsequent Events

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to June 30, ~~2020~~2021 has determined that it does not have any other material subsequent events to disclose in these financial statements.

~~Item 2.~~

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

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

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

WeFrom 2016 to 2020, we were a telemedicine company that provides Connect-a-Doc telemedicine kits to schools. Our services aimed to provide ~~an effective and affordable alternative~~alternatives to schools that desire to provide a higher level of healthcare to their students but are unable to keep a full-time school nurse available. In 2020 this business was discontinued and we became a non-operating “shell” company.

Following the change in control in March 2020, ~~the Company plans~~we planned to conduct insurance brokerage business in Hong ~~Kong. The Company plans to implement this business plan~~Kong, through either formation or acquisition of an existing insurance brokerage business. To implement ~~its~~our business plan, during ~~the three months ended June 30,~~ 2020, ~~the Company~~we engaged professionals (legal counsel and accountants) to evaluate the optimal corporate structure for ~~its~~our new business and conduct due diligence on a potential target.

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

As a result of the consummation of the Share Exchange, we acquired QDM BVI and its indirect subsidiary, YeeTah, an insurance brokerage company primarily engaged in the sales and distribution of insurance products in Hong Kong. Following the closing of the transaction, we have assumed the business operations of QDM BVI and its subsidiaries.

Impact of COVID-19 and Protests

Impact of COVID-19

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

With social distancing measures having been implemented to curtail the spread of COVID-19, insurance brokers in Hong Kong, such as YeeTah, which relied primarily on storefront and in-person consultations for new business production faced an immediate slowdown. In addition, Hong Kong has suspended mainland tourists’ free travel and Hong Kong’s current boarding requirements vary based on where the traveler has visited in the past 14 or 21 days and whether the traveler is vaccinated.

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

~~Results~~Impact of ~~Operations~~Protests in Hong Kong

Since early 2019, a number of political protests and conflicts have occurred in Hong Kong in connection with proposed legislation that would allow local authorities to detain and extradite people who are wanted in territories that Hong Kong does not have extradition agreements with, including mainland China and Taiwan. On June 30, 2020, China’s National People’s Congress Standing Committee passed a national security law for the Hong Kong Special Administrative Region (HKSAR). Hong Kong’s Chief Executive promulgated it in Hong Kong later the same day. Among other things, it criminalizes separatism, subversion, terrorism and foreign interference in Hong Kong. The economy of Hong Kong has been negatively impacted, including the retail market, property market, stock market, and tourism, from such protests.

Under the Basic Law of the Hong Kong Special Administrative Region of the People’s Republic of China, Hong Kong is exclusively in charge of its internal affairs and external relations, while the government of the PRC is responsible for its foreign affairs and defense. As a separate customs territory, Hong Kong maintains and develops relations with foreign states and regions. We ~~did~~cannot assure you that the Hong Kong protests will not ~~generate~~affect Hong Kong’s status as a Special Administrative Region of the People’s Republic of China and thereby affecting its current relations with foreign states and regions.

Our revenue is susceptible to Hong Kong protests as well as any other incidents or factors which affect the stability of the social, economic and political conditions in Hong Kong. For example, as a result of the Hong Kong protests, we experienced a drop in new customers from mainland China beginning in June 2019, which impacted our revenue for the ~~three~~period from June 2019 to the quarter ended June 30, 2020.

It is unclear whether there will be other political or social unrest in the near future or that there will not be other events that could lead to the disruption of the economic, political and ~~six~~social conditions in Hong Kong. If such events persist for a prolonged period of time or that the economic, political and social conditions in Hong Kong are to be disrupted, our overall business and results of operations may be adversely affected.

Results of Operations

Three Months Ended June 30, 2021 and 2020

The following table presents an overview of the results of operations for the three months ended June 30, ~~2020~~2021 and ~~2019 because we were not able to market our products and services effectively, or at all.~~ A~~fter the change of control occurred in March 2020, we were still in the process of implementing our new business plan (refer to “~~2020:

	For The Three Months Ended			For The Three Months Ended
	June 30, 2021			June 30, 2020
Revenue	$	11,610		$	20,880
Cost of sales		11,610			19,578
Gross profit		—			1,302
Operating costs and expenses:
General and administrative expenses		108,123			82,709
Total operating costs and expenses		108,123			82,709
Loss from operations		(108,123	)		(81,407	)
Total other income		896			(3,444	)
Net loss	$	(109,019	)	$	(77,963	)

~~Overview~~Revenue~~” 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 revenue until we form or acquire an operating business.~~

~~For~~Revenue decreased by approximately $9,000 or 44.4% for the ~~six~~three months ended June 30, 2020, we incurred $121,187 in general and 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~~2021 as ~~a reporting company. The decrease in expenses the six months ended June 30, 2020~~ compared to the same period of ~~2019~~2020. The decrease was ~~due to less officer and employee expenses were incurred~~mainly due to the ~~change~~decrease in ~~control. In~~ the ~~six~~number of customers resulting from the prolonged COVID-19 travel restriction imposed by Hong Kong government during 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 mainly as a result of change in control.2021.

~~For~~Cost of sales

Cost of sales represented commissions paid to individuals or companies who referred customers to us. The amount decreased by approximately $8,000 or 40.7% for the three months ended June 30, 2021 as compared to the same period of 2020. The decrease was in line with the decrease of revenue.

Gross margin

Gross margin was 0% for the three months ended June 30, 2021 as compared to the 6.2% for the same period of last year. The lower gross margin in 2021 compared to 2020 was because our commission costs for the three months ended June 30, 2020 were lower. During the three months ended June 30, 2021, we ~~incurred $53,097in general~~increased our commissions for renewals for clients referred by YeeTah Financial from the previous year.

General and administrative expenses

General and ~~net $17 in other expenses. As a result, we had net loss~~administrative expenses consist primarily of ~~$53,114~~stock-based payments, employee salaries, office rents, insurance costs, general office operating expenses (e.g. utilities, repairs and maintenance) and professional fees. General and administrative expenses increased by approximately $25,000 or 30.7% for the three months ended June 30, 2021 as compared to the same period of 2020.

~~For~~ The increase was primarily due to additional legal fees incurred in the three months ended June 30, ~~2019, we incurred $86,575 in general and administrative expenses and $7,212 on interest expenses accrued on~~2021 for the ~~convertible promissory notes.~~ proposed reverse stock split.

Net loss

As a result ~~we had~~of the factors described above, net loss ~~of $93,787~~ for the three months ended June 30, ~~2019.~~2021 increased by approximately 31,000 or 39.8% as compared to the same period of 2020.

Foreign Currency Translation

Our reporting currency is the United States dollar. Our operations are principally conducted in Hong Kong where the Hong Kong dollar is the functional currency.

The ~~decrease~~exchanges rate used for translation from Hong Kong dollar to US$ was 7.8000, a pegged rate determined by the linked exchange rate system in ~~expenses~~Hong Kong. This pegged rate was used to translate our balance sheets, income statement items and cash flow items for both the three months ended June 30, ~~2020 compared to the same period of 2019 was due to less officer~~2021 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

We have financed our operations primarily through cash generated by operating activities, equity financings and advances from our principal stockholder. As of June 30, ~~2020, the Company~~2021 and March 31, 2021, we had $30,389 and 35,605, respectively, in cash ~~balance~~and cash equivalents, which primarily consisted of ~~$282 as compared to $1,557 as of December 31, 2019.~~cash deposited in banks.

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.

	June 30, 2021			June 30, 2020
Net cash used in operating activities	$	(101,521	)	$	(62,462	)
Net cash provided by (used in) financing activities		96,305			82,529
Net increase (decrease) in cash, cash equivalents		(5,216	)		20,067
Cash and cash equivalents at beginning of year		35,605			62,780
Cash and cash equivalents at end of year	$	30,389		$	82,847

Our working capital requirements mainly comprise of commissions paid to technical representatives and referral fees, office administrative costs and employee salaries. Historically, our capital requirements were generally met by cash generated from our operations, equity financings and funding from our principal stockholder. In light of impact on our operations from the civilian protests in Hong Kong and the COVID-19 epidemic in China and Hong Kong, we undertook certain cost cutting measures, including but not limited to, relocating to a new office with a much lower rent and reducing the number of employees. Discretionary expenditures are also curtailed or reduced to save costs. In addition to adjusting our operating expenditures, we will continue to seek opportunities of equity financings and financial supports from our principal stockholder. Although historically we were successful in obtaining equity financings through the sales of our securities and obtaining loans from our principal stockholder, the availability of such financings when required is dependent on many factors beyond our control, such as the unforeseeable impact from COVID-19 and the recovery of the Hong Kong economy following the civilian protests.

~~Cash Flows from~~ Operating ~~Activities~~Activities:

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

	·	~~net loss for the period of $123,569;~~
	·	~~adjustment of non-cash share-based payments of $38,080;~~
	·	~~adjustment of non-cash interest added on notes payable of $2,365;~~
	·	~~decrease resulted from change in prepaid expenses of $21,000; and~~

~~increase resulted from change in accounts payable of $16,748.~~

Net cash used in operating activities was approximately $102,000 for the ~~six~~three months ended June 30, ~~2019~~2021, compared to net cash used in operating activities of approximately $62,000 for 2020, representing an increase of approximately $40,000 in the net cash outflow in operating activities. The increase in net cash used in operating activities was ~~$151,457, which is mainly~~primarily due to an increase of net loss of $31,000 in the ~~result of:~~three months ended June 30, 2021 as compared to the same period of 2020 and the following major working capital changes:

	·(1)	~~net loss~~Change in prepaid expenses resulted in an approximately $32,000 cash inflow for the three months ended June 30, 2021, while for the same period of ~~$167,560;~~
	·	~~adjustment~~2020, change in prepaid expenses resulted in a cash outflow of ~~non-cash interest added on notes payable of $13,626; and~~approximately $21,000, which led to an approximately $53,000 decrease in net cash outflow from operating activities.

·(2)

Change in accounts payable and accrued liabilities resulted in an approximately $13,000 cash inflow for the three months ended June 30, 2021, while for the same period of 2020, change in accounts payable and accrued liabilities generated a cash inflow of approximately $7,000, which led to an approximately $6,000 increase ~~resulted~~in net cash inflow from ~~the changes in working capital of $2,334.~~operating activities.

(3)

Change in due to related parties resulted in an approximately $36,000 cash outflow for the three months ended June 30, 2021, while for the same period of 2020, change in due to related parties generated a cash inflow of approximately $27,000, which led to an approximately $63,000 increase in net cash outflow from operating activities.

~~Cash Flows from~~ Financing ~~Activities~~Activities:

~~For~~Net cash generated from financing activities was approximately $96,000 for the ~~six~~three months ended June 30, 2021, which was attributable to the net results of: (i) stockholder advances of approximately $120,000; (ii) share issuance proceeds of $200,500; (iii) repayment of related party of $200,500 and payment of $24,000 issuance costs for share issued in the period.

Net cash generated from financing activities was approximately $83,000 for the three months ended June 30, 2020, which was attributable to the net ~~cash generated by financing activities was $85,486, due to: 1) shareholder capital contributions of $ 18,262; and 2) shareholder~~results of: (i) stockholder advances of ~~$67,224~~.approximately $88,000; (ii) repayment of stockholder advances of approximately $10,000; and (iii) capital contribution of $5,000 from a shareholder.

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 material commitments for the next twelve months. We will, however, require additional capital to meet our liquidity needs.

~~Off-Balance~~Critical Accounting Policies

Please refer to the notes to the Company’s condensed consolidated financial statements included in this Report for details of critical accounting policies. There were no areas requiring significant management judgments and estimates for the periods covered by this Report.

Off-balance Sheet Commitments and Arrangements

As of June 30, 2021, the ~~date of this Report, we do~~Company did not have any material off-balance sheet arrangements that ~~have~~had or ~~are~~were reasonably likely to have ~~a current or future~~any effect on ~~our~~their respective financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital ~~resources that are material to investors.~~resources.

~~Item 3.~~

~~Quantitative and Qualitative Disclosures about Market Risk.~~

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

~~Item 4.~~

~~Controls and Procedures.~~

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.

Under the supervision of our Chief Executive Officer and Chief Financial Officer (the “Certifying Officers”), we evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of June 30, ~~2020~~2021 due to the material weakness in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) lack of proper segregation of duties and risk assessment process; (ii) lack of formal documentation in internal controls over financial reporting; and (iii) lack of independent directors and an audit committee. We will devote resources to remediate these material weaknesses as we grow and such resources required for implementing proper internal controls for financial reporting are available.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the fiscal quarter ended June 30, ~~2020~~2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

~~Item 1.~~

~~Legal Proceedings.~~

Item 1. Legal Proceedings.

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

~~Item 1A.~~

~~Risk Factors.~~

Item 1A. Risk Factors.

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

~~Item 2.~~

~~Unregistered Sales of Equity Securities and Use of Proceeds.~~

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

None.

~~Item 3.~~

~~Defaults Upon Senior Securities.~~

Item 3. Defaults Upon Senior Securities.

None.

~~Item 4.~~

~~Mine Safety Disclosures.~~

Item 4. Mine Safety Disclosures.

Not applicable.

~~Item 5.~~

~~Other Information.~~

Item 5. Other Information.

Not applicable.

~~Item 6.~~

~~Exhibits.~~

Item 6. Exhibits.

Number		Description
2.1		Agreement and Plan of Merger, incorporated herein by reference to Exhibit 2.1 to the Company’s Form 8-K filed May 1, 2020
3.1		Articles of Incorporation, incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed May 1, 2020
3.2		Bylaws, incorporated herein by reference to Exhibit 3.2 to the Company’s Form 8-K filed May 1, 2020
31.1*10.1		Form of Securities Purchase Agreement, incorporated herein by reference to Exhibit 10.4 to Amendment No. 1 to the Company’s Registration Report on Form S-1 filed on April 2, 2021.
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*101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith.

*Filed herewith.

**Furnished herewith.

**	Furnished herewith.

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: August ~~14, 2020~~10, 2021	By:	/s/ Huihe Zheng
		Name:	Huihe Zheng
		Title:	~~Title:~~President and Chief Executive Officer ~~and President~~ (Principal Executive Officer)

Dated: August ~~14, 2020~~10, 2021	By:	/s/ Tim Shannon
		Name:	Tim Shannon
		Title:	Chief Financial Officer ~~(Principal~~ (Principal Financial and Accounting Officer)

Florida		59-3564984
(State or other jurisdiction		(IRS Employer ~~Identification No.)~~
of incorporation or organization)		Identification No.)

Room 715, 7F, The Place Tower C No. 150 Zunyi Road Changning District, Shanghai, China		200051
(Address of principal executive offices)		(Zip Code)

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

Cautionary Note Regarding Forward-Looking Statements		3ii

PART I – FINANCIAL INFORMATION		41

Item 1.	Financial Statements	41
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1415
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1620
Item 4.	Controls and Procedures	1620

PART II – OTHER INFORMATION		1721

Item 1.	Legal Proceedings	1721
Item 1A.	Risk Factors	1721
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1721
Item 3.	Defaults Upon Senior Securities	1721
Item 4.	Mine Safety Disclosures	1721
Item 5.	Other Information	1721
Item 6.	Exhibits	1722

SIGNATURES		1823

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2020			2019			2020			2019
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

Operating expenses
General & administrative expenses	$	53,097		$	86,575		$	121,187		$	153,934
Total operating expenses		53,097			86,575			121,187			153,934

Loss from operations		(53,097	)		(86,575	)		(121,187	)		(153,934	)

Other expense
Interest expenses		—			(7,212	)		(2,365	)		(13,626	)
Other expenses – write off of fixed assets		(543	)		—			(543	)		—
Other income		526			—			526			—
Total other expense		(17	)		(7,212	)		(2,382	)		(13,626	)

Loss before income taxes		(53,114	)		(93,787	)		(123,569	)		(167,560	)

Provision for income taxes		—			—			—			—

Net loss	$	(53,114	)	$	(93,787	)		(123,569	)		(167,560	)

Earnings (loss) per common share:
Basic loss per share	$	(0.03	)		(0.19	)		(0.09	)		(0.33	)
Diluted loss per share	$	(0.03	)		(0.19	)		(0.09	)		(0.33	)

Weighted average basic & diluted shares outstanding:
Preferred		13,500			10,000			15,820			10,000
Common		1,653,701			504,555			1,312,996			506,690

	Preferred		Common		Treasury		Preferred share		Common share		Treasury			Additional Paid-in		Accumulated
	Stock		Stock		Stock		Amount		Amount		Amount			Capital		Deficit			Total
Balance March 31, 2019		10,000		518,105		11,158	$	100	$	5,181		(46,580	)	$	8,451,308	$	(8,535,266	)	$	(125,257	)
Share redemptions		—		—		3,018		—		—		(13,815	)		—		—			(13,815	)
Net loss		—		—		—		—		—		—			—		(93,787	)		(93,787	)
Balance June 30, 2019 (Unaudited)		10,000		518,105		14,176	$	100	$	5,181		(60,395	)	$	8,451,308	$	(8,629,053	)	$	(232,859	)

	June 30, 2020			June 30, 2019
		(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net loss	$	(123,569	)	$	(167,560	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		72			143
Interest added to notes payable		2,365			13,626
Share-based payments		38,080			—
Write-off of fixed assets		543			—
Changes in assets and liabilities:
Increase in cash in prepaid expenses		(21,000	)		—
Decrease in cash in attorney’s trust account		—			11,834
(Increase) decrease in accounts payable and accrued liabilities		16,748			(9,500	)
Net cash used in operating activities		(86,761	)		(151,457	)

Cash flows from financing activities:
Proceeds from notes payable		—			125,008
Proceeds from shareholder advance		67,224			19,443
Redemption of common shares		—			(19,622	)
Contribution from shareholders		18,262			—
Net cash provided by (used) in financing activities		85,486			124,829

Net increase (decrease) in cash		(1,275	)		(26,628	)

Cash and cash equivalents, beginning		1,557			76,286

Cash and cash equivalents, ending	$	282		$	49,658

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		$	—

	June 30, 2020		December 31, 2019
Office equipment	$	—	$	1,664
Less accumulated depreciation		—		(1,043	)
	$	—	$	615