☒ 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~~ (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 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~~“large accelerated filer,~~" "accelerated~~” “accelerated filer,~~" "smaller~~” “smaller reporting company,"” and ~~"emerging~~“emerging growth ~~company"~~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☐~~Yes☐ No ☒

As of ~~February _____,~~August 15, 2022, there were 209,993 shares of ~~the registrant’s~~ common stock, par value $0.0001 per share, of the registrant issued and outstanding.

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

The 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.

CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF ~~DECEMBER 31,~~JUNE 30 AND MARCH 31, ~~2021~~2022

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2021 AND 2020

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2021 AND 2020

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2021 AND 2020

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED JUNE 30, 2022 AND 2021

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED JUNE 30, 2022 AND 2021

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED JUNE 30, 2022 AND 2021

Notes to Condensed Consolidated Financial Statements
~~Nine Months Ended December 31,~~June 30, 2022 and 2021 ~~and 2020~~

QDM International Inc. ("(“we,"” the ~~"Company"~~“Company” or ~~"QDM"~~“QDM”) was incorporated in Florida in March 2020 and is the successor to 24/7 Kid Doc, Inc. ("(“24/7 ~~Kid"~~Kid”), which was incorporated in Florida in November 1998. The Company ~~is a holding company with no material operations and~~ conducts its ~~insurance brokerage~~ business through an ~~indirect~~indirectly wholly owned subsidiary, YeeTah Insurance Consultant Limited ~~("YeeTah"~~(“YeeTah”), a licensed insurance brokerage company located in Hong Kong, China. YeeTah sells a wide range of insurance products, consisting of two major categories: (1) life and medical insurance, such as individual life insurance; and (2) general insurance, such as automobile insurance, commercial property insurance, liability insurance, homeowner insurance. In addition, as a Mandatory Provident Fund ~~("MPF"~~(“MPF”) Intermediary, YeeTah also assists its customers with their investment through the MPF and the Occupational Retirement Schemes Ordinance schemes ~~("ORSO"~~(“ORSO”) in Hong Kong, both of which are retirement protection schemes set up for employees.

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

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

The Company was a shell company prior to the reverse acquisition which occurred as a result of the consummation of the transaction contemplated by the Share Exchange Agreement, and QDM BVI was a private operating company. The reverse acquisition by a non-operating public shell company 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.

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

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

The consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception resulting in an accumulated deficit as of ~~December 31, 2021.~~June 30, 2022. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.

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 stockholder, 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~~“going concern."” While management believes that the actions already taken or planned, including adjusting its operating expenditures and obtaining financial supports from ~~Mr. Zheng,~~ its principal stockholder, will mitigate the adverse conditions and events which raise doubt about the validity of the ~~"going concern"~~“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~~“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.

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 fiscal year ending March 31, ~~2022.~~2023. 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 March 31, ~~2021,~~2022, which was ~~originally~~ filed with the Securities and Exchange Commission on ~~July 12, 2021 and was amended on October 22, 2021 and December 17, 2021, respectively.~~June 29, 2022.

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

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

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

The exchanges rates used for translation from Hong Kong dollar to US$ was 7.8000, a pegged rate determined by the linked exchange rate system in Hong Kong. This pegged rate was used to translate Company’s balance sheets, income statement items and cash flow items for both ~~2021~~the three months ended June 30, 2022 and ~~2020.~~2021.

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 ~~December 31, 2021,~~June 30, 2022, 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 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 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 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 ~~operations.~~operations 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 material bad debts in accounts receivable. There were no bad debt expenses for the three ~~and nine~~ months ended ~~December 31,~~June 30, 2022 and 2021 ~~and 2020~~ and there was 0 provision for doubtful accounts as of ~~December 31, 2021~~June 30 and March 31, ~~2021.~~2022.

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

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

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

The Company noted no transfers between levels during any of the periods presented. The Company did not have any instruments that were measured at fair value on a recurring nor non-recurring basis as of ~~December 31,~~June 30, 2022.

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

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

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

There were 0 impairment losses for the three months ended June 30, 2022 and 2021.

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

In calculating the right of use asset and lease liability, the Company elects to ~~ownership remain with~~combine lease and non-lease components as permitted under ASC 842. The Company excludes short-term leases having initial terms of 12 months or less from the ~~lessor is classified by the lessee~~new guidance as an ~~operating lease. When a lease contains~~accounting policy election and recognizes rent ~~holidays, the Company records the total expenses~~expense 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 remaining balance of the liability.

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

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

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

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

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

~~The Company recognizes~~We recognize stock-based compensation in accordance with FASB ASC 718, Stock Compensation. ASC 718 requires that the cost resulting from all share-based transactions be recorded in the financial statements. It establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all entities to apply a fair-value-based measurement in accounting for share-based payment transactions with employees. 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 earnings per share is computed by dividing net income attributable to holders of common stock by the weighted average number of shares of common stock outstanding during the period using the two-class method. Under the two-class method, net income is allocated between shares of common stock and other participating securities based on their participating rights. Net loss is not allocated to other participating securities if based on their contractual terms they are not obligated to share in the losses. Diluted earnings per share is calculated by dividing net income attributable to holders of common stock by the weighted average number of common and dilutive common equivalent shares outstanding during the period. Common equivalent shares are not included in the denominator of the diluted loss per share calculation when inclusion of such shares would be anti-dilutive.

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

Deferred ~~asset~~assets of $~~70,673~~30,000 as of June 30, 2022 and March 31, ~~2021~~2022 represented prepaid ~~transaction costs in relation to~~legal fees. The amounts will be charged against share capital when the ~~public offering completed on April 29, 2021.~~respective equity financing is completed.

On August 10, 2021, the Company effected a reverse stock split of its common stock, without changing the par value per share, whereby each 30 issued and outstanding shares of common stock were consolidated into one share of common stock (the “Reverse Split”). The Company has retrospectively accounted for the change in the current and prior period financial statements that are presented in the condensed interim financial statements.

On April 29, 2021, the Company consummated ~~an initial~~a closing of a ~~"best efforts"~~“best efforts” self-underwritten public offering of its common stock, par value $0.0001 per share (the ~~"Offering"~~“Offering”), in which the Company issued and sold an aggregate of 16,708 shares (501,250 shares before the Reverse ~~Split (as defined below))~~Split) of its common stock at a price of $12 per share ($0.40 before the Reverse Split) to certain investors, generating gross proceeds to the Company of $~~200,500~~200,307. Share offering costs of $94,173 were offset against the share capital in relation to the Offering.

On November 11, 2020, the Company’s board approved to issue an aggregate of 667 shares ~~(20,000~~(20,000 shares before the Reverse Split) of common stock to its directors and officers as equity compensation for services they provided in 2020.

There were no treasury stock transactions during the three months ended June 30, 2021 and 2022.

On May 17, 2021, upon receipt of a conversion notice from ~~Mr.~~Huihe Zheng, the Company issued 134,976 shares (4,049,254 shares before the Reverse Split) of the Company’s common stock ~~par value $0.0001~~ ~~per share,~~ upon conversion of an aggregate of 368,114 shares of Series C ~~Convertible~~ Preferred Stock, par value $0.0001 per share, at a conversion ratio of 30 for 11 (1-for-11 before the Reverse Split), pursuant to the terms of the Certification of Designation for the Series C ~~Convertible~~ Preferred Stock.

~~On October 21, 2020, as part of the Share Exchange with QDM BVI, the Company issued~~ ~~900,000~~ ~~Series C Preferred Shares to Huihe Zheng, the sole shareholder of QDM BVI and the Chairman and Chief Executive Officer of the Company.~~

On October 8, 2020, the Company filed an amendment to its Articles of Incorporation to designate 900,000 shares of its authorized preferred stock as Series C Convertible Preferred Stock. The holders of Series C Preferred Shares are entitled to receive any dividends or distributions paid in respect of the Common Stock on an as-converted basis. Holders of Series C Preferred Shares are entitled to vote, together with the holders of Common Stock, on an as-converted basis on all matters submitted to a vote of the holders of Common Stock. Each Series C Preferred Share is convertible into Common Stock at an initial conversion rate of 1-for-11.

~~During the three months ended December 31, 2021, Mr. Zheng, the Company’s principal stockholder, Chairman and Chief Executive Officer, forgave $141,025~~ ~~related party balance due from YeeTah, which is treated as a capital transaction.~~

~~During the nine months ended December 31, 2020, the Company received capital contribution of $19,747~~ ~~from Mr. Zheng for working capital uses. The capital contribution was recorded in additional paid-in capital.~~

~~On October 21, 2020, as a result of the Share Exchange with QDM BVI, the Company completed a reverse acquisition with QDM BVI. The transaction costs of $254,024~~ ~~in connection with the reverse acquisition was recorded into additional paid-in capital.~~

The Company’s due to related party balance ~~as of December 31 and March 31, 2021~~ is as follows:

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

The Company’s subscription receivable due from a stockholder balances ~~as of December 31 and March 31, 2021~~ are as follows:

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

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, 2022 and ~~nine months ended December 31,~~ 2021 ~~and 2020~~ since it did not have taxable incomes in these two periods.

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

Under the current Florida state and US federal income tax, the Company does not need to pay income taxes as Florida state does not levy income tax. The federal income tax is based on a flat rate of 21% for the calendar year of ~~2021 (2020:~~2022 (2021: 21%).

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 ~~December 31, and March 31, 2021~~June 30, 2022, the Company did ~~not~~0t have any significant unrecognized uncertain tax positions.

~~The~~Other than an office lease with a lease term of 3 years that the Company entered into in February 2022 as below, the Company did not have ~~other~~ significant commitments, long-term obligations, or guarantees as of ~~December 31, 2021.~~June 30, 2022.

The future aggregate minimum lease payments under the non-cancellable office operating lease are as follows:

The weighted average remaining lease term of the operating lease is 3 years and discount rate used for the operating lease is 4.9%.

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 ~~December 31, 2021,~~June 30, 2022, the Company is not a party to any material legal or administrative proceedings.

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

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

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to ~~December 31, 2021~~June 30, 2022 through the date of issuance of the financial statements and has determined that it does not have any other material subsequent events to disclose in these financial statements.

Item 2.

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

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

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

Overview

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

Following the change in control in March 2020, we planned to conduct insurance brokerage business in Hong Kong, through either formation or acquisition of an existing insurance brokerage business. To implement our business plan, during 2020, we engaged professionals (legal counsel and accountants) to evaluate the optimal corporate structure for 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~~30,000 shares (900,000 shares before the Reverse Split) of a newly designated Series C Preferred ~~Stock.~~Stock, with each share of Series C Preferred Stock initially being convertible into 11 shares of our common stock, subject to certain adjustments and limitations. The Share Exchange closed on October 21, 2020.

As a result of the consummation of the Share Exchange, we acquired QDM BVI and its indirect subsidiary, YeeTah, an insurance brokerage company primarily 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.

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

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 requested those who travel from the mainland and enter Hong ~~Kong’s current boarding requirements vary based~~Kong undergo quarantine for 14 days, although on ~~where~~August 12, 2022, a new quarantine policy for overseas visitors arriving in Hong Kong took effect and shortened the ~~traveler has visited in the past 14 or 21~~quarantine period to a combination of three days compulsory quarantine and ~~whether the traveler is vaccinated.~~four days self-health monitoring.

Customers from mainland China contributed to a large part of YeeTah’s commissions. Regulations require their physical presence in Hong Kong to complete the policy contract. However, due to the political turmoil and travel restrictions related to the COVID-19 epidemic, mainland Chinese customers 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 in cash in person.

~~Impact~~

Results of ~~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 cannot assure you that the Hong Kong protests will not 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 period from June 2019 to 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 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.Operations

~~Recent Regulatory Developments~~

We are a holding company incorporated in Florida with substantially all of our operation conducted by the operating entity in Hong Kong. Although we conduct limited administrative activities in our principal executive offices located in China, we currently do not have or intend to set up any subsidiary or enter into any contractual arrangements to establish a variable interest entity structure with any entity in mainland China. Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, namely, Hong Kong’s constitutional document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of "one country, two systems". Accordingly, we believe the laws and regulations of the PRC do not currently have any material impact on our business, financial condition or results of operations. However, there is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong in the future. If there is significant change to current political arrangements between mainland China and Hong Kong, companies operated in Hong Kong may face similar regulatory risks as those operated in PRC, including its ability to offer securities to investors, list its securities on a U.S. or other foreign exchange, conduct its business or accept foreign investment. In light of China’s recent expansion of authority in Hong Kong, there are risks and uncertainties which we cannot foresee for the time being, and rules and regulations in China can change quickly with little or no advance notice. The Chinese government may intervene or influence our current and future operations in Hong Kong at any time, or may exert more control over offerings conducted overseas and/or foreign investment in issuers likes ourselves. See "~~Item 1A. Risk Factors – Risks Related to Doing Business in Hong Kong~~." in our Annual Report on Form 10-K for the year ended March 31, 2021, which was originally filed with the Securities and Exchange Commission on July 12, 2021 and was amended on October 22, 2021 and December 17, 2021, respectively.

We are aware that, recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. For example, on July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws. Also, on July 10, 2021, the Cyberspace Administration of China (“CAC”) issued a revised draft of the Measures for Cybersecurity Review for public comments, or the Revised Draft, which required that, among others, in addition to “operator of critical information infrastructure”, any “data processor” controlling personal information of no less than one million users (which to be further specified) which seeks to list in a foreign stock exchange should also be subject to cybersecurity review, and further elaborated the factors to be considered when assessing the national security risks of the relevant activities. On December 28, 2021, the Measures for Cybersecurity Review (2021 version) was promulgated and will become effective on February 15, 2022, which iterates that any “online platform operators” controlling personal information of more than one million users which seeks to list in a foreign stock exchange should also be subject to cybersecurity review. The Measures for Cybersecurity Review (2021 version), further elaborates the factors to be considered when assessing the national security risks of the relevant activities, including, among others, (i) the risk of core data, important data or a large amount of personal information being stolen, leaked, destroyed, and illegally used or exited the country; and (ii) the risk of critical information infrastructure, core data, important data or a large amount of personal information being affected, controlled, or maliciously used by foreign governments after listing abroad. The Cyberspace Administration of China has said that under the proposed rules companies holding data on more than 1,000,000 users must now apply for cybersecurity approval when seeking listings in other nations because of the risk that such data and personal information could be “affected, controlled, and maliciously exploited by foreign governments.”

Except for the Basic Law, national laws of the PRC do not apply in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. National laws that may be listed in Annex III are currently limited under the Basic Law to those which fall within the scope of defense and foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong. National laws and regulations relating to data protection, cybersecurity and the anti-monopoly have not been listed in Annex III and so do not apply directly to Hong Kong.

We do not believe that we are currently required to obtain any permission or approval from the China Securities Regulatory Commission, CAC or any other regulatory authority in the PRC for our operations, the trading of our securities on the OTC Markets and the issuance of our securities to foreign investors.

Nevertheless, the laws and regulations in the PRC are evolving, and their enactment timetable, interpretation and implementation involve significant uncertainties. To the extent any PRC laws and regulations become applicable to us, we may be subject to the risks and uncertainties associated with the legal system in the PRC, including with respect to the enforcement of laws and the possibility of changes of rules and regulations with little or no advance notice.

The U.S. government, including the Securities and Exchange Commission, has recently made statements and taken certain actions that may lead to significant changes to U.S. and international relations, and will impact companies with connections to the United States or China (including Hong Kong). The Securities and Exchange Commission has issued statements primarily focused on companies with significant China-based operations. For example, on July 30, 2021, Gary Gensler, Chairman of the SEC, issued a Statement on Investor Protection Related to Recent Developments in China, pursuant to which Chairman Gensler stated that he has asked the SEC staff to engage in targeted additional reviews of filings for companies with significant China-based operations.

~~Results of Operations~~

Three Months Ended ~~December 31,~~June 30, 2022 and 2021 ~~and 2020~~

	June 30, 2022			June 31, 2021
Revenue	$	9,782		$	11,610
Cost of sales		9,782			11,610
Gross profit		—			—
Operating costs and expenses:
General and administrative expenses		96,625			108,123
Total operating costs and expenses		96,625			108,123
Loss from operations		(96,625	)		(108,123	)
Total other (income) expenses		(469	)		896
Net loss	$	(96,156	)	$	(109,019	)

~~The following table presents an overview of the results of operations~~

Revenue

Revenue decreased by approximately $2,000 or 15.7% for the three months ended ~~December 31, 2021 and 2020:~~

For The Three Months
Ended For The Three Months
Ended
December 31,
2021 December 31,
2020
Revenue $ 24,601 $ 33,455
Cost of sales 24,601 33,133
Gross profit — 322
Operating costs and expenses:
General and administrative expenses 87,737 87,673
Total operating costs and expenses 87,737 87,673
Loss from operations (87,737 ) (87,351 )
Total other income (expenses) (711 ) (3,559 )
Net loss $ (87,026 ) $ (83,791 )

~~Revenue~~

~~Revenue decreased by approximately $9,000 or 26.5% for the three months ended December 31, 2021~~June 30, 2022 as compared to the same period of ~~2020.~~2021. The decrease was mainly due to the decrease in the number of customers, ~~from~~primarily PRC mainland ~~China~~customers, resulting from the prolonged COVID-19 travel restriction and quarantine measures imposed by PRC and Hong Kong ~~government during three months ended December 31, 2021.~~governments.

Cost of sales

~~Cost of sales represented commissions paid to individuals or companies who referred customers to us.~~ The amount decreased by approximately ~~$9,000~~$2,000 or ~~25.8%~~15.7% for the three months ended ~~December 31, 2021~~June 30, 2022 as compared to the same period of ~~2020.~~2021. The decrease was in line with the decrease of revenue.

~~Gross margin~~

~~Gross margin was 0% for the three months ended December 31, 2021 as compared to the 1.0% for the same period of last year. The gross margin is fairly consistent for both periods.~~

General and administrative expenses

General and administrative (G&A) expenses ~~("G&A")~~ consist primarily of ~~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 ~~are consistent~~decreased by approximately $11,000 or 10.6% for the three months ended ~~December 31, 2021~~June 30, 2022 as compared to the same period of ~~2020~~2021. The change is immaterial and consistent with the activity of the Company in 2022 compared to 2021 as there was no significant change in revenue and G&A ~~is largely~~expenses are generally fixed ~~expenses~~and routine costs.

Net loss

As a result of the factors described above, net loss for the three months ended ~~December 31, 2021 increased~~June 30, 2022 decreased by approximately ~~$3,000~~$13,000 or ~~3.9%~~11.8% as compared to the same period of ~~2020.~~2021.

~~Nine Months Ended December 31, 2021 and 2020~~

~~The following table presents an overview of the results of operations for the nine months ended December 31, 2021 and 2020:~~

For The Nine Months
Ended For The Nine Months
Ended
December 31,
2021 December 31,
2020
Revenue $ 54,819 $ 100,355
Cost of sales 54,819 99,130
Gross profit — 1,225
Operating costs and expenses:
General and administrative expenses 271,440 230,122
Total operating costs and expenses 271,440 230,122
Loss from operations (271,440 ) (228,897 )
Total other income (expenses) 249 (6,849 )
Net loss $ (271,689 ) $ (222,048 )

~~Revenue~~

Revenue decreased by approximately $46,000 or 45.4% for the nine months ended December 31, 2021 as compared to the same period of 2020. The decrease was mainly due to the decrease in the number of customers resulting from the prolonged COVID-19 travel restriction and quarantine measures imposed by Hong Kong government during the nine months ended December 31, 2021.

~~Cost of sales~~

Cost of sales represented commissions paid to individuals or companies who referred customers to us. The amount decreased by approximately $44,000 or 44.7% for the nine months ended December 31, 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 nine months ended December 31, 2021 as compared to the 1.2% for the same period of last year. The lower gross margin in 2021 compared to 2020 was because our commission costs for the nine months ended December 31, 2020 were relatively lower. During the nine months ended December 31, 2021, we slightly increased our commissions for renewals for clients referred by YeeTah Financial from the previous year.

~~General and administrative expenses~~

General and administrative expenses increased by approximately $41,000 or 18.0% for the nine months ended December 31, 2021 as compared to the same period of 2020. The increase was primarily due to additional legal fees incurred for the Reverse Split in the nine months ended December 31, 2021.

~~Net loss~~

~~As a result of the factors described above, net loss for the nine months ended December 31, 2021 increased by approximately $50,000 or 22.4% as compared to the same period of 2020.~~

Foreign Currency Translation

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

The exchanges rate used for translation from Hong Kong dollar to US$ was 7.8000, a pegged rate determined by the linked exchange rate system in Hong Kong. This pegged rate was used to translate ~~our~~Company’s balance sheets, income statement items and cash flow items for both the three ~~and nine~~ months ended ~~December 31, 2021~~June 30, 2022 and ~~2020.~~2021.

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

	June 30, 2022	June 30, 2021

Period-end spot rate	EUR1= US$1.0469	EUR1= US$1.1848
Average rate	EUR1= US$1.0646	EUR1= US$1.2050

Liquidity and Capital Resources

We have financed our operations primarily through cash generated by operating activities, equity financings and advances from ~~Huihe Zheng,~~ our principal ~~stockholder, Chairman and Chief Executive Officer. We are~~stockholder. QDM is a holding company and ~~conduct~~conducts substantially all of ~~our~~its operations through YeeTah, which is ~~our~~its only entity that has cash inflows and outflows. Our expenses are paid directly either by YeeTah or ~~Mr Zheng.~~our principal stockholder. There have been no cash and any asset transactions between us and our subsidiaries since the Share Exchange. As of ~~December 31, 2021~~June 30 and March 31, ~~2021,~~2022, we had ~~$126,977~~$26,774 and ~~35,605,~~$69,658, respectively, in cash and cash equivalents, which primarily consisted of cash deposited in banks.

December 31,
2021 December 31,
2020
Net cash used in operating activities $ (247,689 ) $ (226,493 )
Net cash provided by (used in) financing activities 339,070 234,643
Net increase (decrease) in cash, cash equivalents 91,372 8,150
Cash and cash equivalents at beginning of year 35,605 62,780
Cash and cash equivalents at end of year $ 126,977 $ 70,930

	June 30, 2022			June 30, 2021
Net cash used in operating activities	$	(88,040	)	$	(101,521	)
Net cash used in investing activities	$	(14,628	)	$	—
Net cash provided by financing activities		59,804			96,305
Effect of foreign exchange on cash		(20	)		—
Net increase (decrease) in cash, cash equivalents		(42,884	)		(5,216	)
Cash and cash equivalents at beginning of period		69,658			35,605
Cash and cash equivalents at end of period	$	26,774		$	30,389

Our working capital requirements mainly comprise of commissions paid to technical representatives and referral fees, ~~office administrative costs~~operating lease payments and employee salaries. Historically, our capital requirements were generally met by cash generated from our operations, equity financings and funding from ~~Mr. Zheng,~~ our principal ~~stockholder, Chairman and Chief Executive Officer.~~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 ~~Mr. Zheng.~~our principal stockholder. Although historically we were successful in obtaining equity financings through the sales of our securities and obtaining loans from ~~Mr. Zheng,~~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.

Operating Activities:

Net cash used in operating activities was approximately ~~$248,000~~$88,000 for the ~~nine~~three months ended ~~December 31, 2021,~~June 30, 2022, compared to net cash used in operating activities of approximately ~~$227,000~~$102,000 for the same period of ~~2020,~~2021, representing an ~~increase~~decrease of approximately ~~$21,000~~$13,000 in the net cash outflow in operating activities. The ~~increase~~decrease in net cash used in operating activities was primarily due to ~~an increase~~a decrease of net loss ~~of $50,000~~by $13,000 in the ~~nine~~three months ended ~~December 31, 2021~~June 30, 2022 as compared to the same period of ~~2020~~2021 and the following ~~major~~ working capital changes:

(1)

Change in accounts receivable resulted in an approximately ~~$6,000~~$1,500 cash ~~outflow~~inflow for the ~~nine~~three months ended ~~December 31, 2021, while~~June 30, 2022 compared to an approximately $300 cash outflow for the same period of ~~2020, change in accounts receivable resulted in a cash inflow of approximately $4,000,~~2021, which led to an approximately ~~$10,000~~$2,000 increase in net cash ~~outflow~~inflow from operating activities.

	(2)	Change in prepaid expenses resulted in an approximately ~~$6,000~~$2,000 cash inflow for the ~~nine~~three months ended ~~December 31, 2021, while~~June 30, 2022 compared to an approximately $31,000 cash inflow for the same period of ~~2020, change in prepaid expenses resulted in a cash outflow of approximately $18,000,~~2021, which led to an approximately ~~$24,000 increase~~$29,000 decrease in net cash inflow from operating activities.

(3)

Change in accounts payable and accrued liabilities resulted in an approximately $4,000 cash inflow for the ~~nine~~three months ended ~~December 31, 2021, while~~June 30, 2022 compared to an approximately $12,000 cash inflow for the same period of ~~2020, change in accounts payable and accrued liabilities generated a cash outflow of approximately $12,000,~~2021, which led to an approximately ~~$16,000 increase~~$8,000 decrease in net cash inflow from operating activities.

	(4)	Change in due to a related ~~parties~~party resulted in an approximately ~~$19,000~~$1,000 cash ~~inflow~~outflow for the ~~nine~~three months ended ~~December 31, 2021, while~~June 30, 2022 compared to an approximately $36,000 cash outflow for the same period of ~~2020, change in due to related parties generated a cash inflow of approximately $1,000,~~2021, which led to an approximately ~~$18,000 increase~~$35,000 decrease in net cash ~~inflow~~outflow from operating activities.
	~~(5)~~	~~Change in non-cash stock compensation resulted in a decreased in cash inflow of $20,000 in nine-month period of 2021 compared to 2020.~~

Investing Activities:

Net cash used in investing activities was approximately $15,000 for the three months ended June 30, 2022, which was fully attributable to cash used in purchases of property and equipment. There ~~were~~was no cash used in investing activities for the ~~nine months ended December 31, 2021 and December 31, 2020.~~same period of 2021.

Financing Activities:

Net cash generated from financing activities was approximately ~~$339,000~~$60,000 for the ~~nine~~three months ended ~~December 31,~~June 30, 2022, which was fully attributable to stockholder advances to the Company during the period.

Net cash generated from financing activities was approximately $96,000 for the three months ended June 30, 2021, which was attributable to the net results of: (i) stockholder advances of approximately ~~$363,000;~~$120,000; (ii) cash proceeds received from share issuance ~~proceeds~~ of ~~$200,500;~~approximately $201,000; (iii) ~~repayment of~~cash used to repay a 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 ~~$235,000 for the nine months ended December 31, 2020,~~$201,000, which was ~~attributable to~~subsequently returned by the ~~net results of: (i) stockholder advances~~related party; (iv) cash of approximately ~~$499,000; (ii) costs~~$24,000 incurred ~~on reverse take-over of $254,000; (iii) payment of $30,000 issuance costs~~ for ~~deferred~~future equity ~~transactions; and (vi) capital contribution of $20,000 from a stockholder.~~issuance;

Material Commitments

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

We had one office lease agreement and our lease commitments as of June 30, 2022 are summarized as follows:

Operating lease

The future aggregate minimum lease payments under the non-cancellable office operating lease are as follows:

2023	$	31,629
2024		42,172
2025		35,143
Total future minimum lease payments	$	108,943
Less: imputed interest		(6,809	)
Total operating lease liability	$	102,134
Less: operating lease liability - current		38,013
Total operating lease liability – non current	$	64,121

Critical Accounting ~~Policies~~Estimates

~~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 ~~December 31, 2021,~~June 30, 2022, the Company did not have any material off-balance sheet arrangements that had or were reasonably likely to have any effect on their respective financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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

Under the supervision and with the participation of our ~~Chief Executive Officer~~management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and ~~Chief Financial Officer (the "Certifying Officers"), we evaluated the effectiveness~~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 ~~December 31, 2021~~June 30, 2022 due to the material weakness in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) lack of proper segregation of duties and risk assessment process; (ii) lack of formal documentation in internal controls over financial reporting; and (iii) lack of independent directors and an audit committee. We will devote resources to remediate these material weaknesses as we grow and such resources required for implementing proper internal controls for financial reporting are available.

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

Changes in Internal Control over Financial Reporting

There ~~were~~have been no changes in our internal control over financial reporting during the quarter ended ~~December 31, 2021~~June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

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

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

~~Not applicable.~~None.

Item 6. Exhibits.

24 23

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

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*		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002.~~2002 .
31.2*		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of the Principal Executive Officer and the Principal Financial Officer pursuant to 18 U.S.C. ~~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~~104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith.

**	Furnished herewith.

SIGNATURES

Pursuant to the requirements of 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: ~~February 2,~~August 15, 2022	By:	/s/ Huihe Zheng
		Name:	Huihe Zheng
		Title:	President and Chief Executive Officer (Principal Executive Officer)

Dated: ~~February 2,~~August 15, 2022	By:	/s/ Tim Shannon
		Name:	Tim Shannon
		Title:	Chief Financial Officer (Principal Financial ~~and Accounting~~ Officer)

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

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

	●	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, results of operations and financial condition;

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

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

	●	our expansion and other plans and opportunities;

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

	●	current and future economic 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 attract customers, further enhance our brand recognition;

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

	●	changes in 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 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 events or circumstances described in this Report underlying or relating to any forward-looking statements.


	December 31, 2021			March 31, 2021
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	126,977		$	35,605
Accounts receivable		7,924			2,250
Prepaid expenses		36,480			42,526
Deferred assets		—			70,673
Total current assets		171,381			151,054

Total assets	$	171,381		$	151,054

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable & accrued liabilities	$	8,946		$	5,055
Due to related parties		597,270			556,497

Total current liabilities		606,216			561,552

Stockholders’ equity deficit:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 545,386 and 913,500 issued and outstanding designated as Series C Convertible Preferred Stock		54			91
Common stock, $0.0001 par value, 200,000,000 shares authorized, 209,993 and 56,268 shares issued and 209,521 and 55,796 shares outstanding		624			169
Subscription receivable		(48,718	)		(48,718	)
Treasury stock, 473 and 473 shares at cost		(60,395	)		(60,395	)
Additional paid-in capital		9,584,244			9,337,310
Accumulated deficit		(9,910,644	)		(9,638,955	)
Total stockholders’ deficit		(434,835	)		(410,498	)

Total liabilities and stockholders’ deficit	$	171,381		$	151,054


	June 30, 2022			March 31, 2022
ASSETS		(Unaudited)
Current assets:
Cash and cash equivalents	$	26,774		$	69,658
Accounts receivable		981			2,474
Prepaid expenses		44,166			46,575
Deferred assets		30,000			30,000
Total current assets		101,921			148,707

Right of use assets		103,892			113,108
Long-term prepaids		—			5,128
Property and equipment, at cost, net		22,096			3,700

Total assets	$	227,909		$	270,643

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable & accrued liabilities	$	18,665		$	14,579
Lease liabilities - current		38,013			37,551
Due to related parties		875,711			818,685

Total current liabilities		932,389			870,815

Lease liabilities – non current		64,121			73,800
Total liabilities		996,510			944,615

Stockholders’ equity deficit:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 545,386 and 545,386 issued and outstanding, respectively		54			54
Common stock, $0.0001 par value, 200,000,000 shares authorized, 209,993 and 209,993 shares issued and 209,521 and 209,521 shares outstanding, respectively		624			624
Subscription receivable		(48,718	)		(48,718	)
Treasury stock, 473 and 473 shares at cost		(60,395	)		(60,395	)
Additional paid-in capital		9,468,667			9,468,667
Accumulated deficit		(10,131,693	)		(10,035,537	)
Accumulated other comprehensive income		2,860			1,333
Total stockholders’ deficit		(768,601	)		(673,972	)

Total liabilities and stockholders’ deficit	$	227,909		$	270,643

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

Cautionary Note Regarding Forward-Looking Statements		ii

PART I – FINANCIAL INFORMATION		1

Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1516
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2322
Item 4.	Controls and Procedures	2322

PART II – OTHER INFORMATION		2423

Item 1.	Legal Proceedings	2423
Item 1A.	Risk Factors	2423
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2423
Item 3.	Defaults Upon Senior Securities	2423
Item 4.	Mine Safety Disclosures	2423
Item 5.	Other Information	2423
Item 6.	Exhibits	2423

SIGNATURES		2625


	For the Three Months Ended December 31,						For the Nine Months Ended December 31,
	2021			2020			2021			2020
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenue	$	24,601		$	33,455		$	54,819		$	100,355
Cost of sales		24,601			33,133			54,819			99,130
Gross profit		—			(322	)		—			1,225

Operating expenses
General & administrative expenses	$	87,737		$	87,673		$	271,440		$	230,122
Total operating expenses		87,737			87,673			271,440			230,122

Loss from operations		(87,737	)		(87,351	)		(271,440	)		(228,897	)

Other (income) expense
Finance costs (income)		(711	)		—			249			—
Other (income) expense, net		—			(3,559	)		—			(6,849	)
Total other expense (income)		(711	)		(3,559	)		249			(6,849	)

Income(loss) before income taxes		(87,026	)		(83,791	)		(271,689	)		(222,048	)

Net income(loss)	$	(87,026	)	$	(83,791	)	$	(271,689	)	$	(222,048	)

Earnings per share of common stock:
Basic	$	(0.42	)	$	(1.51	)	$	(1.48	)	$	(4.02	)
Diluted		(0.42	)		(1.51	)	$	(1.48	)		(4.02	)

Weighted average basic & diluted shares outstanding:
Series C Convertible Preferred Stock		545,386			708,065			547,175			246,712
Common stock		209,499			55,491			183,815			55,249


	Preferred Stock		Common Stock		Treasury Stock			Preferred Stock Amount		Common Stock Amount		Treasury Amount			Additional Paid-in Capital			Subscription Receivable			Accumulated Deficit			Total
Balance March 31, 2020		13,500		55,589		(473	)	$	1	$	167		(60,395	)	$	9,503,807		$	(48,718	)	$	(9,331,253	)	$	63,609
Net loss		—		—		—			—		—		—			—			—			(222,048	)		(222,048	)
Contribution from stockholders		—		—		—			—		—		—			19,747						—			19,747
Reverse take-over transaction costs		—		—		—			—		—		—			(254,024	)					—			(254,024	)
Preferred shares issued		900,000		—		—			90		—		—			(90	)					—			—
Common share issued		—		667		—			—		2		—			19,998						—			20,000
Share issuance due to reverse stock split rounding up		—		13		—			—		—		—						—			—
Balance December 31, 2020 (Unaudited)		913,500		56,268		(473	)	$	91	$	169		(60,395	)	$	9,289,438		$	(48,718	)	$	(9,553,301	)	$	(372,716	)

Balance September 30, 2020 (Unaudited)	13,500	55,602	(473	)	$	1	$	167	(60,395	)	$	9,523,554		$	(48,718	)	$	(9,469,510	)	$	(54,901	)
Net loss	—	—	—			—		—	—			—			—			(83,791	)		(83,791	)
Reverse take-over transaction costs	—	—	—			—		—	—			(254,024	)					—			(254,024	)
Preferred shares issued	900,000	—	—			90		—	—			(90	)					—			—
Common share issued	—	667	—			—		2	—			19,998			—			—			20,000
Balance December 31, 2020 (Unaudited)	913,500	56,268	(473	)	$	91	$	169	(60,395	)	$	9,289,438		$	(48,718	)	$	(9,553,301	)	$	(372,716	)

Balance March 31, 2021	913,500		56,268	(473	)	$	91		$	169	(60,395	)	$	9,337,310		$	(48,718	)	$	(9,638,955	)	$	(410,498	)
Net loss	—		—	—			—			—	—			—			—			(271,689	)		(271,689	)
Loan forgiveness from shareholder	—		—	—			—			—	—			141,025			—			—			141,025
Share issuance due to reverse stock split rounding up	—		2,041	—			—			—	—			—			—			—			—
Share offering costs	—		—	—			—			—	—			(94,173	)		—			—			(94,173	)
Conversion to common stock	(368,114	)	134,976	—			(37	)		405	—			(368	)		—			—			—
Issuance of common stock	—		16,708	—			—			50	—			200,450			—			—			200,500
Balance December 31, 2021 (Unaudited)	545,386		209,993	(473	)	$	54		$	624	(60,395	)	$	9,584,244		$	(48,718	)	$	(9,910,644	)	$	(434,835	)

Balance September 30, 2021 (Unaudited)	545,386		208,084	(473	)	$	54	$	624	(60,395	)	$	9,443,219	$	(48,718	)	$	(9,823,618	)	$	(488,834	)
Net loss	—	��	—	—			—		—	—			—		—			(87,026	)		(87,026	)
Loan forgiveness from shareholder	—		—	—			—		—	—			141,025		—			—			141,025
Share issuance due to reverse stock split rounding up	—		1,909	—			—		—	—			—		—			—			—
Balance December 31, 2021 (Unaudited)	545,386		209,993	(473	)	$	54	$	624	(60,395	)	$	9,584,244	$	(48,718	)	$	(9,910,644	)	$	(434,835	)


	December 31, 2021			December 31, 2020
	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net loss	$	(271,689	)	$	(222,048	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		—			251
Stock compensation		—			20,000
Net (gain)/loss from write-off of fixed assets		—			543
Changes in working capital:
Accounts receivable & other receivable		(5,674	)		4,305
Prepaid expenses		6,047			(18,283	)
Accounts payable & accrued liabilities		3,890			(12,729	)
Due to a related party		19,728			1,468
Net cash used in operating activities		(247,689	)		(226,493	)

Cash flows from financing activities:
Proceeds received from related parties		362,570			498,921
Payments to related parties		(200,500	)		—
Share issuance proceeds		200,500			—
Costs related to equity financing		(23,500	)		(30,000	)
Reverse take-over transaction costs		—			(254,024	)
Contribution from stockholders		—			19,746
Net cash provided by (used) in financing activities		339,070			234,643

EFFECT OF EXCHANGE RATE CHANGES ON CASH		—			—
NET INCREASE (DECREASE) IN CASH		91,372			8,150
CASH, BEGINNING OF PERIOD	$	35,605		$	62,780
CASH, END OF PERIOD		126,977			70,930

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

NON-CASH TRANSACTIONS:
Loan forgiveness from a shareholder	$	141,025		$	—


	For the Three Months Ended June 30, 2022			For the Three Months Ended June 30, 2021
	(Unaudited)			(Unaudited)
Revenue	$	9,782		$	11,610
Cost of sales		9,782			11,610
Gross profit		—			—

Operating expenses
General & administrative expenses	$	96,625		$	108,123
Total operating expenses		96,625			108,123

Loss from operations		(96,625	)		(108,123	)

Other expense (income)
Interest expenses		557			896
Other income		(1,026	)		—
Total other expense (income)		(469	)		896

Loss before income taxes		(96,156	)		(109,019	)

Net loss	$	(96,156	)	$	(109,019	)

Other comprehensive income (loss)
Currency translation adjustment		1,527			—
Total comprehensive income (loss)	$	(94,629	)	$	(109,019	)

Earnings (loss) per common share:
Basic loss per share	$	(0.46	)		(0.82	)
Diluted loss per share	$	(0.46	)		(0.82	)

Weighted average basic & diluted shares outstanding:
Preferred		545,386			550,833
Common		209,520			133,294

Schedule of exchange rates	June 30, 2022	June 30, 2021

Period-end spot rate	EUR1= US$1.0469	EUR1= US$1.1848
Average rate	EUR1= US$1.0646	EUR1= US$1.2050

	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.

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

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. (“YeeTah Financial”)		A company controlled by Siu Ping Lo
Tim Shannon		Chief Financial Officer of the Company

	(i)	During the ~~nine~~three months ended ~~December 31, 2021,~~June 30, 2022, YeeTah Financial ~~Group Co., Ltd. ("YeeTah Financial")~~ charged YeeTah US$~~53,862~~9,690 ~~(2020:~~(2021: US$~~97,631~~11,610) commission expenses in relation to insurance referral services rendered by YeeTah Financial.

	~~(ii)~~	~~During the nine months ended December 31, 2021, the Company received nil (2020: US$19,747) in capital contributions from Tim Shannon for working capital uses.~~

	(iii)	During the ~~nine months ended December 31, 2021, the Company received $362,570~~ ~~(2020: US$258,921) in stockholder advances from Mr. Zheng for working capital uses. The Company repaid Mr. Zheng $200,500~~ ~~during the nine months ended December 31, 2021.~~
	~~(vi)~~	~~During the nine months ended December 31, 2020, Mr. Zheng paid US$240,000~~ ~~on behalf of the Company for costs associated with the Share Exchange.~~
	~~(v)~~	~~During the~~ three months ended ~~December 31, 2021, Mr.~~June 30, 2022, Huihe Zheng ~~forgave $~~advanced US$~~141,025~~59,804 ~~of related party balance due from YeeTah, which is treated as a capital transaction.~~(2021: US$119,805) to the Company to support its operations.

Schedule of Related Party Transactions
	December 31, 2021		March 31, 2021
	US$		US$
Huihe Zheng		594,090		533,590
YeeTah Financial		3,180		22,907
Total		597,270		556,497

Schedule of Future Minimum Rental Payments for Operating Leases
2023	$	31,629
2024		42,172
2025		35,143
Total future minimum lease payments	$	108,943
Less: imputed interest		(6,809	)
Total operating lease liability	$	102,134
Less: operating lease liability - current		38,013
Total operating lease liability – non current	$	64,121

Schedule of loss per share
	June 30, 2022			June 30, 2021
	US$			US$
Numerator:
Net loss attributable to holders of common stock— basic and diluted		(96,156	)		(109,019	)

Denominator:
Weighted average number of common stock outstanding— basic and diluted		209,520			133,294

Loss per share attributable to holders of common stock.—basic and diluted		(0.46	)		(0.82	)

	For The Three Months Ended			For The Three Months Ended
	December 31, 2021			December 31, 2020
Revenue	$	24,601		$	33,455
Cost of sales		24,601			33,133
Gross profit		—			322
Operating costs and expenses:
General and administrative expenses		87,737			87,673
Total operating costs and expenses		87,737			87,673
Loss from operations		(87,737	)		(87,351	)
Total other income (expenses)		(711	)		(3,559	)
Net loss	$	(87,026	)	$	(83,791	)

	For The Nine Months Ended			For The Nine Months Ended
	December 31, 2021			December 31, 2020
Revenue	$	54,819		$	100,355
Cost of sales		54,819			99,130
Gross profit		—			1,225
Operating costs and expenses:
General and administrative expenses		271,440			230,122
Total operating costs and expenses		271,440			230,122
Loss from operations		(271,440	)		(228,897	)
Total other income (expenses)		249			(6,849	)
Net loss	$	(271,689	)	$	(222,048	)