Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended December 31, 2023

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

For the transition period from __________ to __________

Commission File Number: 000-27251

QDM International Inc.

(Exact name of registrant as specified in its charter)

Florida

59-3564984

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer

Identification No.)

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

+852 34886893

(Registrant’s telephone number, including area code)

N/A

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

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

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

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

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

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

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

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

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

As of February 13, 2024, there were 29,156,393 shares of common stock, par value $0.0001 per share, of the registrant issued and outstanding.

QDM INTERNATIONAL INC.

FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2023

TABLE OF CONTENTS

		Page
Cautionary Note Regarding Forward-Looking Statements		ii

PART I – FINANCIAL INFORMATION		1

Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19

PART II – OTHER INFORMATION		20

Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	20

SIGNATURES		21

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

	●	our expansion and other plans and opportunities;

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

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

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

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

	●	our ability to hire and retain qualified management personnel and key employees to develop our business;

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

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

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

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

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

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

QDM INTERNATIONAL INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31 AND MARCH 31, 2023

	December 31, 2023			March 31, 2023
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	6,322,854		$	2,717,745
Accounts receivable		75,228			291,900
Prepaid expenses		70,959			18,856
Total current assets		6,469,041			3,028,501

Right of use assets – operating lease		223,183			75,557
Long-term prepaids		86,316			27,720
Property and equipment, at cost, net		86,090			18,256

Total assets	$	6,864,630		$	3,150,034

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable & accrued liabilities	$	1,896,951		$	222,753
Operating lease liabilities - current		114,185			29,393
Income tax payable		266,028			-
Due to related party		1,217,893			1,047,108

Total current liabilities		3,495,057			1,299,254

Operating lease liabilities – non current		112,758			44,406
Total liabilities		3,607,815			1,343,660

Stockholders’ equity:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 545,386 and 545,386 issued and outstanding as of December 31, 2023 and March 31, 2023, respectively		54			54
Common stock, $0.0001 par value, 200,000,000 shares authorized, 29,156,393 and 29,156,393 shares issued and 29,155,920 and 29,155,920 shares outstanding as of December 31, 2023 and March 31, 2023, respectively		3,519			3,519
Subscription receivable		—			(48,718	)
Treasury stock, 473 and 473 shares at cost		(60,395	)		(60,395	)
Additional paid-in capital		11,901,231			11,901,231
Accumulated deficit		(8,587,594	)		(9,990,987	)
Accumulated other comprehensive income		—			1,670
Total stockholders’ equity		3,256,815			1,806,374

Total liabilities and stockholders’ equity	$	6,864,630		$	3,150,034

See accompanying notes to condensed consolidated financial statements.

QDM INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2023 AND 2022

	For the Three Months Ended December 31,						For the Nine Months Ended December 31,
	2023			2022			2023			2022
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenue	$	1,009,716			24,057			5,446,729			47,020
Cost of sales		606,779			16,508			3,366,496			39,471
Gross profit		402,937			7,549			2,080,233			7,549

Operating expenses
General & administrative expenses	$	200,271			76,875			478,838			248,322
Total operating expenses		200,271			76,875			478,838			248,322

Income (loss) from operations		202,666			(69,326	)		1,601,395			(240,773	)

Other (income) expense
Finance costs		108			214			829			957
Gain from disposition of subsidiaries		(33,165	)		—			(33,165	)		—
Other (income) expense, net		(2,449	)		(466	)		(35,690	)		(3,235	)
Total other expense (income)		(35,506	)		(252	)		(68,026	)		(2,278	)

Income (loss) before income taxes		238,172			(69,074	)		1,669,421			(238,495	)

Current income tax expense		46,033			—			266,028			—

Net income(loss)	$	192,139			(69,074	)		1,403,393			(238,495	)

Other comprehensive income (loss)
Currency translation adjustment		(2,506	)		(2,502	)		(1,670	)		801
Total comprehensive income (loss)	$	189,633			(71,576	)		1,401,723			(237,694	)

Earnings (loss) per share of common stock:
Basic	$	0.01			(0.33	)		0.05			(1.14	)
Diluted	$	0.01			(0.33	)		0.05			(1.14	)

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

See accompanying notes to condensed consolidated financial statements.

QDM INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2023 AND 2022

For the Three Months Ended

	Preferred Stock		Common Stock		Treasury Stock			Preferred Stock Amount		Common Stock Amount		Treasury Amount			Additional Paid-in Capital		Subscription Receivable			Accumulated Deficit			Accumulated Other Comprehensive Income			Total
Balance September 30, 2022 (Unaudited)		545,386		209,993		(473	)	$	54	$	624		(60,395	)	$	9,618,667	$	(48,718	)	$	(10,204,958	)	$	4,636		$	(690,090	)
Net loss		—		—		—			—		—		—			—		—			(69,074	)		—			(69,074	)
Other comprehensive loss		—		—		—			—		—		—			—		—			—			(2,502	)		(2,502	)
Balance December 31, 2022 (Unaudited)		545,386		209,993		(473	)	$	54	$	624		(60,395	)	$	9,618,667	$	(48,718	)	$	(10,274,032	)	$	2,134		$	(761,666	)

Balance September 30, 2023 (Unaudited)		545,386		29,156,393		(473	)	$	54	$	3,519		(60,395	)	$	11,901,231	$	(48,718	)	$	(8,779,733	)	$	2,506		$	3,018,464
Net income		—		—		—			—		—		—			—		—			192,139			—			192,139
Other comprehensive loss		—		—		—			—		—		—			—		—			—			(2,506	)		(2,506	)
Offset with due to related party balance		—		—		—			—		—		—			—		48,718			—			—			48,718
Balance December 31, 2023 (Unaudited)		545,386		29,156,393		(473	)	$	54	$	3,519		(60,395	)	$	11,901,231	$	—		$	(8,587,594	)	$	—		$	3,256,815

For the Nine Months Ended

	Preferred Stock		Common Stock		Treasury Stock			Preferred Stock Amount		Common Stock Amount		Treasury Amount			Additional Paid-in Capital		Subscription Receivable			Accumulated Deficit			Accumulated Other Comprehensive Income			Total
Balance March 31, 2022		545,386		209,993		(473	)	$	54	$	624		(60,395	)	$	9,468,667	$	(48,718	)	$	(10,035,537	)	$	1,333		$	(673,972	)
Net loss		—		—		—			—		—		—			—		—			(238,495	)		—			(238,495	)
Investment from stockholder		—		—		—			—		—		—			150,000		—			—			—			150,000
Other comprehensive income		—		—		—			—		—		—			—		—			—			801			801
Balance December 31, 2022 (Unaudited)		545,386		209,993		(473	)	$	54	$	624		(60,395	)	$	9,618,667	$	(48,718	)	$	(10,274,032	)	$	2,134		$	(761,666	)

Balance March 31, 2023		545,386		29,156,393		(473	)	$	54	$	3,519		(60,395	)	$	11,901,231	$	(48,718	)	$	(9,990,987	)	$	1,670		$	1,806,374
Net income		—		—		—			—		—		—			—		—			1,403,393			—			1,403,393
Other comprehensive loss		—		—		—			—		—		—			—		—			—			(1,670	)		(1,670	)
Offset with due to related party balance		—		—		—			—		—		—			—		48,718			—			—			48,718
Balance December 31, 2023 (Unaudited)		545,386		29,156,393		(473	)	$	54	$	3,519		(60,395	)	$	11,901,231	$	—		$	(8,587,594	)	$	—		$	3,256,815

See accompanying notes to condensed consolidated financial statements.

QDM INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2023 AND 2022

	December 31, 2023			December 31, 2022
	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net income (loss)	$	1,403,393		$	(238,495	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		24,859			5,752
Gain from disposition of subsidiaries		(33,165	)		—
Non-cash lease expenses		5,517			—
Changes in working capital:
Accounts receivable & other receivable		216,673			(10,284	)
Prepaid expenses		(52,103	)		10,803
Long-term prepaid expenses		(58,595	)		—
Accounts payable & accrued liabilities		1,674,200			1,197
Income tax payable		266,028			—
Due to a related party		(8,807	)		3,510
Net cash provided by (used in) operating activities		3,438,000			(227,517	)

Cash flows from investing activities:
Purchase of property and equipment		(92,693	)		(14,628	)
Disposition of subsidiaries		(7,548	)		—
Net cash used in investing activities		(100,241	)		(14,628	)

Cash flows from financing activities:
Proceeds borrowed from related parties		267,557			179,819
Deferred costs related to equity financing		—			(36,503	)
Contribution from stockholders		—			150,000
Net cash provided by financing activities		267,557			293,316

EFFECT OF EXCHANGE RATE CHANGES ON CASH		(207	)		311
NET INCREASE (DECREASE) IN CASH		3,605,109			51,482
CASH, BEGINNING OF PERIOD	$	2,717,745		$	69,658
CASH, END OF PERIOD		6,322,854			121,140

SUPPLEMENTAL DISCLOSURES:
Non-cash offset of subscription receivable with due to related party balance		48,718			—
Cash paid for interest	$	—		$	—
Cash paid for income taxes	$	—		$	—

See accompanying notes to condensed consolidated financial statements.

QDM International Inc.

Notes to Condensed Consolidated Financial Statements
December 31, 2023 and 2022

1. Organization and principal activities

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

On October 21, 2020, QDM entered into a share exchange agreement (the “Share Exchange Agreement”) with QDM Holdings Limited, a BVI company (“QDM BVI”), and Huihe Zheng, the sole shareholder of QDM BVI (the “QDM BVI Shareholder”), who is also the Company’s principal stockholder, Chairman and Chief Executive Officer, to acquire all the issued and outstanding capital stock of QDM BVI in exchange for the issuance to the QDM BVI Shareholder 900,000 shares) of a newly designated Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), with each share of Series C Preferred Stock being convertible into approximately 0.3667 shares (or 11 shares before the Reverse Split (as defined below)) of the Company’s common stock, par value $0.0001 per share, subject to certain adjustments and limitations (the “Share Exchange”). The Share Exchange closed on October 21, 2020.

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

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

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

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

On November 3, 2021, the Company acquired 100% of the issued and outstanding shares of QDMI Software Group Limited (“QDMS”), a company incorporated on February 6, 2020 in Cyprus. The Company acquired QDMS through an intermediary holding company, Lutter Global Limited (“LGL”), which was incorporated on July 29, 2021 in the BVI. Before the acquisition, Huihe Zheng was the sole shareholder of QDMS. As part of the acquisition, Mr. Zheng sold all the shares of QDMS to LGL for a consideration of EUR5,000 in November 2021 and at the same time the sole shareholder of LGL, Mengting Xu, transferred all her shares in LGL to the Company for a consideration of US$1.00. As a result, the Company acquired a 100% ownership of LGL, which, in turn, owned 100% of QDMS. Accordingly, the acquisition was treated as a corporate restructuring (reorganization) of entities under common control and thus the current capital structures of QDMS and LGL were retrospectively presented in prior periods as if such structures existed at that time and in accordance with ASC 805-50-45-5. On October 4, 2023, the Company sold QDMS to Mr. Zheng for no consideration. As a result of the disposition, the Company recognized a gain of $33,165. In 2022, 24/7 Kid was administratively dissolved with the State of Florida.

2. Summary of significant accounting policies

Basis of Presentation

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

Use of Estimates

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

Foreign Currency and Foreign Currency Translation

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

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

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

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

	December 31, 2023	December 31, 2022	March 31, 2023
Year-end spot rate	EUR 1 = US$1.1062	EUR 1 = US$1.0698	EUR 1 = US$1.0872
Average rate for the period	EUR 1 = US$1.0845	EUR 1 = US$1.0310	EUR 1 = US$1.0414

Certain Risks and Concentration

The Company’s financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and receivables, and other assets. As of December 31, 2023, substantially all of the Company’s cash and cash equivalents were held in major financial institutions located in Hong Kong, which management considers to being of high credit quality.

Cash and Cash Equivalents

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

Accounts Receivable

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

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

Revenue Recognition

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

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

	(i)	Identify the contract

	(ii)	Identify performance obligations

	(iii)	Determine transaction price

	(iv)	Allocate transaction price

	(v)	Recognize revenue

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

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

Fair Value Measurement

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

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

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

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

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

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

The Company noted no transfers between levels during any of the periods presented. The Company did not have any instruments that were measured at fair value on a recurring nor non-recurring basis as of December 31, 2023.

Property and Equipment

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

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

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

Impairment of Long-Lived Assets

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

There were no impairment losses for the three and nine months ended December 31, 2023 and 2022.

Leases

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

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

Taxation

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

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

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

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

Stock-Based Compensation

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

Earnings per share

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

Recently Issued Accounting Standards

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

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

3. Equity

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

There were no stock transactions, including preferred stock, common stock and treasury stock, during the three and nine months ended December 31, 2023 and 2022.

Additional paid-in-capital

On July 22, 2022, Huihe Zheng invested additional share capital of $150,000 (HKD$1,170,000) into Company’s subsidiary, Yeetah. The additional contribution was recorded into additional paid-in-capital.

4. Related Party Transaction

Related Parties

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

Related Party Transactions

	(i)	During the three and nine months ended December 31, 2022, YeeTah Financial charged Yeetah US$12,096 and US$34,775 commission expenses in relation to insurance referral services rendered by YeeTah Financial. During the three and nine months ended December 31, 2023, YeeTah Financial no longer is a related party to the Company since YeeTah Financial is no longer controlled by Siu Ping Lo.

	(ii)	During the three and nine months ended December 31, 2023, Huihe Zheng advanced $137,688 and $266,480 (2022: US$14,722 and US$177,941) to the Company to support its operations.

	(iii)	During the three and nine months ended December 31, 2023, OPG advanced nil and nil (2022: US$1,817 and US$1,817) to the Company to support its operations.

Due to Related Party Balance

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

	December 31, 2023		March 31, 2023
	US$		US$
Huihe Zheng		1,217,893		1,035,730
OPG		—		3,202
YeeTah Financial		—		8,176
Total		1,217,893		1,047,108

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

Subscription Receivable Due from a Stockholder

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

	December 31, 2023		March 31, 2023
	US$		US$
Huihe Zheng		—		48,718
Total		—		48,718

The due from stockholder balances represent the purchase price for shares of QDM BVI to be paid by Mr. Huihe Zheng. The due from a stockholder balance as of March 31, 2023 was unsecured, interest-free and due on demand. The subscription receivable from Mr. Huihe Zheng has been offset with the balance that the Company owed to him.

5. Income Taxes

Hong Kong

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

BVI

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

Cyprus

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

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

Uncertain tax positions

The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of December 31, 2023, the Company did not have any significant unrecognized uncertain tax positions.

6. Commitments and Contingencies

Other than two office leases both with a lease term of 3 years that the Company entered into in February 2022 (the “2022 Office Lease”) and in April 2023 (the “2023 Office Lease”) as described below, the Company did not have significant commitments, long-term obligations, or guarantees as of December 31, 2023 and 2022.

Operating lease

The 2022 Office Lease has a remaining lease term of the operating lease of 1.1 years and discount rate used for the operating lease is 4.9%.

The 2023 Office Lease has a remaining lease term of the operating lease of 2.3 years and discount rate used for the operating lease is 10.34%.

During the three months ended December 31, 2023 and 2022, the operating lease expense recognized was $32,113 and $10,543, respectively.

During the nine months ended December 31, 2023 and 2022, the operating lease expense recognized was $89,868 and $31,629, respectively.

	2022 Office Lease			2023 Office Lease			Total
2024	$	10,543		$	22,186		$	32,729
2025		35,143			88,745			123,888
2026 and after		—			95,186			95,186
Total future minimum lease payments	$	45,686		$	206,117		$	251,803
Less: imputed interest		(1,280	)		(23,580	)		(24,860	)
Total operating lease liability	$	44,406		$	182,537		$	226,943
Less: operating lease liability - current		40,906			73,279			114,185
Total operating lease liability – non current	$	3,500		$	109,258		$	112,758

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 December 31, 2023, the Company is not a party to any material legal or administrative proceedings.

7. Subsequent Events

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2023 through the date of issuance of the financial statements and has determined that it does not have any other material subsequent events to disclose in these financial statements.

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

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

Overview

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

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

As a result of the consummation of the Share Exchange, we acquired QDM BVI and its indirect subsidiary, Yeetah, an insurance brokerage company primarily markets and sells diversified insurance products, including property, life and social security insurance products, underwritten by insurance companies operating in Hong Kong to individual customers from Hong Kong SAR and Mainland China. In addition, as a MPF intermediary, Yeetah also assists its customers with their investment through the MPF and the ORSO in Hong Kong, both of which are retirement protection schemes set up for employees. Following the closing of the transaction, we have assumed the business operations of QDM BVI and its subsidiaries.

On November 3, 2021, the Company acquired 100% of the issued and outstanding shares of QDMS, a company incorporated on February 6, 2020 in Cyprus. The Company acquired QDMS through an intermediary holding company, LGL, which was incorporated on July 29, 2021 in the BVI. Before the acquisition, Huihe Zheng was the sole shareholder of QDMS. As part of the acquisition, Mr. Zheng sold all the shares of QDMS to LGL for a consideration of EUR5,000 in November 2021 and at the same time the sole shareholder of LGL, Mengting Xu, transferred all her shares in LGL to the Company for a consideration of US$1.00. As a result, the Company acquired 100% ownership of LGL, which, in turn, owns 100% of QDMS. QDMS planned 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. In October 2023, the Company sold QDMS to Mr. Huihe Zheng for no consideration following its decision not to pursue its plan to provide CRM SaaS Services.

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

Impact of COVID-19

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

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

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

In early 2023, Hong Kong fully reopened its borders with mainland China. With the lifting of travel restriction, customers from mainland China can travel to Hong Kong again to meet with insurance brokers. As a result, the Company’s revenue significantly increased for the three and nine months ended December 31, 2023 compared to the same periods of 2022. Refer to “Results of Operations” below for details.

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

Results of Operations

The following table presents an overview of the results of operations for the three and nine months ended December 31, 2023 and 2022:

	For The Three Months Ended		For The Three Months Ended			For The Nine Months Ended		For The Nine Months Ended
	December 31, 2023		December 31, 2022			December 31, 2023		December 31, 2022
Revenue	$	1,009,716		24,057		$	5,446,729		47,020
Cost of sales		606,779		16,508			3,366,496		39,471
Gross profit		402,937		7,549			2,080,233		7,549
Operating expenses:
General & administrative expenses		200,271		76,875			478,838		248,322
Total operating expenses		200,271		76,875			478,838		248,322
Income (loss) from operations		202,666		(69,326	)		1,601,395		(240,773	)
Total other income		35,506		252			68,026		2,278
Current income tax expenses		46,033		—			266,028		—
Net income (loss)	$	192,139	$	(69,074	)		1,403,393		(238,495	)

Three Months Ended December 31, 2023 and 2022

Revenue

Revenue increased by approximately $986,000, or 4,097.2%, for the three months ended December 31, 2023 as compared to the same period of 2022. The increases were mainly due to lifting of COVID-19 travel restrictions and quarantine measures in early 2023 and mainland Chinese customers can travel to Hong Kong again. Yeetah’s revenue from commissions on new business therefore increased significantly during the three and nine months ended December 31, 2023 compared to the same period of 2022.

Cost of sales

Cost of sales increased by approximately $590,000, or 3,575.7%, for the three months ended December 31, 2023 as compared to the same period of 2022. The increase was due to the significant increase in revenue. The gross profit margin increased by approximately 8.5% for the three months ended December 31, 2023, which was primarily due to the Company starting to generate revenue from first year insurance premiums which have higher gross profit margin than the recurring commissions since December 2022.

General and administrative expenses

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

General and administrative expenses increased by approximately $123,000, or 160.5%, for the three months ended December 31, 2023 as compared to the same period of 2022. The change is primarily due to the fact that there were more rent expenses in relation to the 2023 Office Lease entered in April 2023 and more employees were hired due to business expansion.

Net income (loss)

As a result of the factors described above, net income for the three months ended December 31, 2023 increased by approximately $261,000, or 378.2%, as compared to the same period of 2022, which incurred a net loss of approximately $69,000.

Nine Months Ended December 31, 2023 and 2022

Revenue

Revenue increased by approximately $5.4 million or 11,483.9% for the nine months ended December 31, 2023 as compared to the same period of 2022. The increases were mainly due to lifting of COVID-19 travel restrictions and quarantine measures in early 2023 and mainland Chinese customers can travel to Hong Kong again. Yeetah’s revenue from commissions on new business therefore increased significantly during the three and nine months ended December 31, 2023 compared to the same period of 2022.

Cost of sales

The amounts increased by approximately $3.3 million, or 8,429.0%, for the nine months ended December 31, 2023 as compared to the same period of 2022. The increase was due to the significant increases in revenue. The gross profit margin increased by approximately 22.1% for the nine months ended December 31, 2023, which primarily due to the Company starting to generate revenue from first year insurance premiums which have higher gross profit margins than the recurring one since December 2022.

General and administrative expenses

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

General and administrative expenses increased by approximately $231,000, or 92.8%, for the nine months ended December 31, 2023 as compared to the same period of 2022. The change is primarily due to the fact that there were more rent expenses in relation to the 2023 Office Lease entered in April 2023 and more employees were hired due to business expansion.

Net income (loss)

As a result of the factors described above, net income for the nine months ended December 31, 2023 increased by approximately $1.6 million or 688.4% as compared to net loss of approximately $238,000 for the same period of 2022a.

Foreign Currency Translation

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

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

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

	December 31, 2023	December 31, 2022	March 31, 2023

Period-end spot rate	EUR1= US$1.1062	EUR1= US$1.0698	EUR1= US$1.0872
Average rate for the year	EUR1= US$1.0845	EUR1= US$1.0310	EUR1= US$1.0414

Liquidity and Capital Resources

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

There have been no cash and any asset transactions between us and our subsidiaries since the Share Exchange. As of December 31, 2023 and March 31, 2023, we had $6,322,854 and $2,717,745, respectively, in cash and cash equivalents, which primarily consisted of cash deposited in banks.

	Nine Months Ended December 31, 2023			Nine Months Ended December 31, 2022
Net cash provided by (used in) operating activities	$	3,438,000		$	(227,517	)
Net cash used in investing activities		(100,241	)		(14,628	)
Net cash provided by financing activities		267,557			293,316
Effect of Exchange rate changes on cash		(207	)		311
Net increase in cash, cash equivalents		3,605,109			51,482
Cash and cash equivalents at beginning of period		2,717,745			69,658
Cash and cash equivalents at end of period	$	6,322,854		$	121,140

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

Operating Activities:

Net cash generated from operating activities was approximately $3.4 million for the nine months ended December 31, 2023, compared to net cash used in operating activities of approximately $228,000 for 2022, representing an increase of approximately $3.7 million in the net cash inflow in operating activities. The increase in net cash inflow in operating activities was primarily due to the increase of net income of approximately $1.6 million in the nine months ended December 31, 2023 as compared to the same period of 2022 and the following major working capital changes:

	(1)	Change in accounts receivable resulted in an approximately $217,000 cash inflow for the nine months ended December 31, 2023 compared to an approximately $10,000 cash outflow for the same period of 2022, which led to an approximately $227,000 increase in net cash inflow in operating activities.

	(2)	Change in accounts payable and accrued liabilities resulted in an approximately $1.7 million cash inflow for the nine months ended December 31, 2023 compared to an approximately $1,000 cash inflow for the same period of 2022, which led to an approximately $1.7 million increase in net cash inflow from operating activities.

	(3)	Change in short-term and long-term prepaid expenses resulted in an approximately $111,000 cash outflow for the nine months ended December 31, 2023 compared to an approximately $11,000 cash inflow for the same period of 2022, which led to an approximately $122,000 increase in net cash outflow from operating activities.
	(4)	Change in income tax payable resulted in an approximately $266,000 cash inflow for the nine months ended December 31, 2023 compared to $nil cash inflow for the same period of 2022, which led to an approximately $266,000 increase in net cash inflow from operating activities.

Investing Activities:

Net cash used in investing activities was approximately $100,000 for the nine months ended December 31, 2023, which was attributable to the net results of: (i) acquisitions of fixed assets of approximately $93,000; (ii) disposition of subsidiaries of approximately $8,000.

Net cash used in investing activities was approximately $15,000 for the nine months ended December 31, 2022, which was solely attributable to acquisitions of fixed assets.

Financing Activities:

Net cash generated from financing activities was approximately $268,000 for the nine months ended December 31, 2023, which was fully attributable to stockholder advances to the Company during the period.

Net cash generated from financing activities was approximately $293,000 for the nine months ended December 31, 2022, which was attributable to the net results of: (i) related-party advances of approximately $180,000; (ii) stockholder contribution of $150,000; (iii) prepayment of $37,000 issuance costs for future equity financing.

Material Commitments

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

We had two office lease agreements and our lease commitments as of December 31, 2023 are summarized as follows:

Operating lease

2024	$	32,729
2025		123,888
2026 and after		95,186
Total future minimum lease payments	$	251,803
Less: imputed interest		(24,860	)
Total operating lease liability	$	226,943
Less: operating lease liability - current		114,185
Total operating lease liability – non current	$	112,758

Critical Accounting Policies and Estimates

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

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

Off-balance Sheet Commitments and Arrangements

As of December 31, 2023, the Company did not have any material off-balance sheet arrangements that had or were reasonably likely to have any effect on their respective financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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

Under the supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of December 31, 2023 due to the material weakness in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) lack of proper segregation of duties and risk assessment process; (ii) lack of formal documentation in internal controls over financial reporting; and (iii) lack of independent directors and an audit committee. We will devote resources to remediate these material weaknesses as we grow and such resources required for implementing proper internal controls for financial reporting are available.

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

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

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

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

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

Number		Description

31.1*		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith.

**	Furnished herewith.

SIGNATURES

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

	QDM International Inc.

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

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

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Exhibit 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

I, Huihe Zheng, certify that:

I have reviewed this Quarterly Report on Form 10-Q of QDM International Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the registrant’s board of directors:

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: February 14, 2024

By:

/s/ Huihe Zheng

Name:

Huihe Zheng

Title:

President and Chief Executive Officer

(Principal Executive Officer)

Exhibit 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

I, Tim Shannon, certify that:

I have reviewed this Quarterly Report on Form 10-Q of QDM International Inc.;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: February 14, 2024

	By:	/s/ Tim Shannon
		Tim Shannon
		Chief Financial Officer
		(Principal Accounting and Financial Officer)

Exhibit 32.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of QDM International Inc. (the “Company”) for the quarter ended December 31, 2023, as filed with the Securities and Exchange Commission (the “Report”), Huihe Zheng, as President and Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Dated: February 14, 2024

By:

/s/ Huihe Zheng

Name:

Huihe Zheng

Title:

President and Chief Executive Officer

(Principal Executive Officer)

This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Exhibit 32.2

CERTIFICATION OF 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

In connection with the Quarterly Report on Form 10-Q of QDM International Inc. (the “Company”) for the quarter ended December 31, 2023, as filed with the Securities and Exchange Commission (the “Report”), Tim Shannon, as Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Dated: February 14, 2024

By:

/s/ Tim Shannon

Name:

Tim Shannon

Title:

Chief Financial Officer

(Principal Accounting and Financial Officer)

Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Dec. 31, 2023	Feb. 13, 2024
Document Information Line Items
Entity Registrant Name	QDM International Inc.
Document Type	10-Q
Current Fiscal Year End Date	--03-31
Entity Common Stock, Shares Outstanding		29,156,393
Amendment Flag	false
Entity Central Index Key	0001094032
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-27251
Entity Incorporation, State or Country Code	FL
Entity Tax Identification Number	59-3564984
Entity Address, Address Line One	Room 1030B
Entity Address, Address Line Two	10/F, Ocean Centre, Harbour City
Entity Address, Address Line Three	5 Canton Road, Tsim Sha Tsui
Entity Address, City or Town	Kowloon
Entity Address, Country	HK
Entity Address, Postal Zip Code	000000
City Area Code	+852
Local Phone Number	34886893
Entity Interactive Data Current	Yes

Condensed Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Mar. 31, 2023
Current assets:
Cash and cash equivalents	$ 6,322,854	$ 2,717,745
Accounts receivable	75,228	291,900
Prepaid expenses	70,959	18,856
Total current assets	6,469,041	3,028,501
Right of use assets – operating lease	223,183	75,557
Long-term prepaids	86,316	27,720
Property and equipment, at cost, net	86,090	18,256
Total assets	6,864,630	3,150,034
Current liabilities:
Accounts payable & accrued liabilities	1,896,951	222,753
Operating lease liabilities - current	114,185	29,393
Income tax payable	266,028
Total current liabilities	3,495,057	1,299,254
Operating lease liabilities – non current	112,758	44,406
Total liabilities	3,607,815	1,343,660
Stockholders’ equity:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 545,386 and 545,386 issued and outstanding as of December 31, 2023 and March 31, 2023, respectively	54	54
Common stock, $0.0001 par value, 200,000,000 shares authorized, 29,156,393 and 29,156,393 shares issued and 29,155,920 and 29,155,920 shares outstanding as of December 31, 2023 and March 31, 2023, respectively	3,519	3,519
Subscription receivable		(48,718)
Treasury stock, 473 and 473 shares at cost	(60,395)	(60,395)
Additional paid-in capital	11,901,231	11,901,231
Accumulated deficit	(8,587,594)	(9,990,987)
Accumulated other comprehensive income		1,670
Total stockholders’ equity	3,256,815	1,806,374
Total liabilities and stockholders’ equity	6,864,630	3,150,034
Related Party
Current liabilities:
Due to related party	$ 1,217,893	$ 1,047,108

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2023	Mar. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	545,386	545,386
Preferred stock, shares outstanding	545,386	545,386
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	29,156,393	29,156,393
Common stock, shares outstanding	29,155,920	29,155,920
Treasury stock, shares	473	473

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Revenue	$ 1,009,716	$ 24,057	$ 5,446,729	$ 47,020
Cost of sales	606,779	16,508	3,366,496	39,471
Gross profit	402,937	7,549	2,080,233	7,549
Operating expenses
General & administrative expenses	200,271	76,875	478,838	248,322
Total operating expenses	200,271	76,875	478,838	248,322
Income (loss) from operations	202,666	(69,326)	1,601,395	(240,773)
Other (income) expense
Finance costs	108	214	829	957
Gain from disposition of subsidiaries	(33,165)		(33,165)
Other (income) expense, net	(2,449)	(466)	(35,690)	(3,235)
Total other expense (income)	(35,506)	(252)	(68,026)	(2,278)
Income (loss) before income taxes	238,172	(69,074)	1,669,421	(238,495)
Current income tax expense	46,033		266,028
Net income(loss)	192,139	(69,074)	1,403,393	(238,495)
Other comprehensive income (loss)
Currency translation adjustment	(2,506)	(2,502)	(1,670)	801
Total comprehensive income (loss)	$ 189,633	$ (71,576)	$ 1,401,723	$ (237,694)
Earnings (loss) per share of common stock:
Basic (in Dollars per share)	$ 0.01	$ (0.33)	$ 0.05	$ (1.14)
Diluted (in Dollars per share)	$ 0.01	$ (0.33)	$ 0.05	$ (1.14)
Preferred Stock
Other (income) expense
Net income(loss)
Other comprehensive income (loss)
Currency translation adjustment
Weighted average basic & diluted shares outstanding:
Weighted average basic shares outstanding (in Shares)	545,386	545,386	545,386	545,386
Common Stock
Other (income) expense
Net income(loss)
Other comprehensive income (loss)
Currency translation adjustment
Weighted average basic & diluted shares outstanding:
Weighted average basic shares outstanding (in Shares)	29,155,920	209,520	29,155,920	209,520

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) (Parentheticals) - shares	3 Months Ended		9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Preferred Stock
Weighted average diluted shares outstanding	545,386	545,386	545,386	545,386
Common Stock
Weighted average diluted shares outstanding	29,155,920	209,520	29,155,920	209,520

Condensed Consolidated Statements of Stockholders’ Deficit (Unaudited) - USD ($)	Preferred Stock	Common Stock	Treasury Stock	Additional Paid-in Capital	Subscription Receivable	Accumulated Deficit	Accumulated Other Comprehensive Income	Total
Balance at Mar. 31, 2022	$ 54	$ 624	$ (60,395)	$ 9,468,667	$ (48,718)	$ (10,035,537)	$ 1,333	$ (673,972)
Balance (in Shares) at Mar. 31, 2022	545,386	209,993	(473)
Net income (loss)						(238,495)		(238,495)
Investment from stockholder				150,000				150,000
Other comprehensive income (loss)							801	801
Balance at Dec. 31, 2022	$ 54	$ 624	$ (60,395)	9,618,667	(48,718)	(10,274,032)	2,134	(761,666)
Balance (in Shares) at Dec. 31, 2022	545,386	209,993	(473)
Balance at Sep. 30, 2022	$ 54	$ 624	$ (60,395)	9,618,667	(48,718)	(10,204,958)	4,636	(690,090)
Balance (in Shares) at Sep. 30, 2022	545,386	209,993	(473)
Net income (loss)						(69,074)		(69,074)
Other comprehensive income (loss)							(2,502)	(2,502)
Balance at Dec. 31, 2022	$ 54	$ 624	$ (60,395)	9,618,667	(48,718)	(10,274,032)	2,134	(761,666)
Balance (in Shares) at Dec. 31, 2022	545,386	209,993	(473)
Balance at Mar. 31, 2023	$ 54	$ 3,519	$ (60,395)	11,901,231	(48,718)	(9,990,987)	1,670	1,806,374
Balance (in Shares) at Mar. 31, 2023	545,386	29,156,393	(473)
Net income (loss)						1,403,393		1,403,393
Other comprehensive income (loss)							(1,670)	(1,670)
Offset with due to related party balance					48,718			48,718
Balance at Dec. 31, 2023	$ 54	$ 3,519	$ (60,395)	11,901,231		(8,587,594)		3,256,815
Balance (in Shares) at Dec. 31, 2023	545,386	29,156,393	(473)
Balance at Sep. 30, 2023	$ 54	$ 3,519	$ (60,395)	11,901,231	(48,718)	(8,779,733)	2,506	3,018,464
Balance (in Shares) at Sep. 30, 2023	545,386	29,156,393	(473)
Net income (loss)						192,139		192,139
Other comprehensive income (loss)							(2,506)	(2,506)
Offset with due to related party balance					48,718			48,718
Balance at Dec. 31, 2023	$ 54	$ 3,519	$ (60,395)	$ 11,901,231		$ (8,587,594)		$ 3,256,815
Balance (in Shares) at Dec. 31, 2023	545,386	29,156,393	(473)

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net income (loss)	$ 1,403,393	$ (238,495)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	24,859	5,752
Gain from disposition of subsidiaries	(33,165)
Non-cash lease expenses	5,517
Changes in working capital:
Accounts receivable & other receivable	216,673	(10,284)
Prepaid expenses	(52,103)	10,803
Long-term prepaid expenses	(58,595)
Accounts payable & accrued liabilities	1,674,200	1,197
Income tax payable	266,028
Due to a related party	(8,807)	3,510
Net cash provided by (used in) operating activities	3,438,000	(227,517)
Cash flows from investing activities:
Purchase of property and equipment	(92,693)	(14,628)
Disposition of subsidiaries	(7,548)
Net cash used in investing activities	(100,241)	(14,628)
Cash flows from financing activities:
Proceeds borrowed from related parties	267,557	179,819
Deferred costs related to equity financing		(36,503)
Contribution from stockholders		150,000
Net cash provided by financing activities	267,557	293,316
EFFECT OF EXCHANGE RATE CHANGES ON CASH	(207)	311
NET INCREASE (DECREASE) IN CASH	3,605,109	51,482
CASH, BEGINNING OF PERIOD	2,717,745	69,658
CASH, END OF PERIOD	6,322,854	121,140
SUPPLEMENTAL DISCLOSURES:
Non-cash offset of subscription receivable with due to related party balance	48,718
Cash paid for interest
Cash paid for income taxes

Organization and Principal Activities

9 Months Ended

Dec. 31, 2023

Organization and Principal Activities [Abstract]

Organization and principal activities

1. Organization and principal activities

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

Summary of Significant Accounting Policies

9 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies [Abstract]

Summary of significant accounting policies

2. Summary of significant accounting policies

Basis of Presentation

Use of Estimates

Foreign Currency and Foreign Currency Translation

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

	December 31, 2023	December 31, 2022	March 31, 2023
Year-end spot rate	EUR 1 = US$1.1062	EUR 1 = US$1.0698	EUR 1 = US$1.0872
Average rate for the period	EUR 1 = US$1.0845	EUR 1 = US$1.0310	EUR 1 = US$1.0414

Certain Risks and Concentration

Cash and Cash Equivalents

Accounts Receivable

Revenue Recognition

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

	(i)	Identify the contract

	(ii)	Identify performance obligations

	(iii)	Determine transaction price

	(iv)	Allocate transaction price

	(v)	Recognize revenue

Fair Value Measurement

	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.

Property and Equipment

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

Impairment of Long-Lived Assets

There were no impairment losses for the three and nine months ended December 31, 2023 and 2022.

Leases

Taxation

Stock-Based Compensation

Earnings per share

Recently Issued Accounting Standards

Equity

9 Months Ended

Dec. 31, 2023

Equity [Abstract]

Equity

3. Equity

There were no stock transactions, including preferred stock, common stock and treasury stock, during the three and nine months ended December 31, 2023 and 2022.

Additional paid-in-capital

Related Party Transaction

9 Months Ended

Dec. 31, 2023

Related Party Transaction

4. Related Party Transaction

Related Parties

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

Related Party Transactions

	(i)	During the three and nine months ended December 31, 2022, YeeTah Financial charged Yeetah US$12,096 and US$34,775 commission expenses in relation to insurance referral services rendered by YeeTah Financial. During the three and nine months ended December 31, 2023, YeeTah Financial no longer is a related party to the Company since YeeTah Financial is no longer controlled by Siu Ping Lo.

	(ii)	During the three and nine months ended December 31, 2023, Huihe Zheng advanced $137,688 and $266,480 (2022: US$14,722 and US$177,941) to the Company to support its operations.

	(iii)	During the three and nine months ended December 31, 2023, OPG advanced nil and nil (2022: US$1,817 and US$1,817) to the Company to support its operations.

Due to Related Party Balance

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

	December 31, 2023		March 31, 2023
	US$		US$
Huihe Zheng		1,217,893		1,035,730
OPG		—		3,202
YeeTah Financial		—		8,176
Total		1,217,893		1,047,108

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

Subscription Receivable Due from a Stockholder

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

	December 31, 2023		March 31, 2023
	US$		US$
Huihe Zheng		—		48,718
Total		—		48,718

Income Taxes

9 Months Ended

Dec. 31, 2023

Income Taxes [Abstract]

Income Taxes

5. Income Taxes

Hong Kong

BVI

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

Cyprus

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

Uncertain tax positions

Commitments and Contingencies

9 Months Ended

Dec. 31, 2023

Commitments and Contingencies [Abstract]

Commitments and Contingencies

6. Commitments and Contingencies

Operating lease

The 2022 Office Lease has a remaining lease term of the operating lease of 1.1 years and discount rate used for the operating lease is 4.9%.

The 2023 Office Lease has a remaining lease term of the operating lease of 2.3 years and discount rate used for the operating lease is 10.34%.

During the three months ended December 31, 2023 and 2022, the operating lease expense recognized was $32,113 and $10,543, respectively.

During the nine months ended December 31, 2023 and 2022, the operating lease expense recognized was $89,868 and $31,629, respectively.

	2022 Office Lease			2023 Office Lease			Total
2024	$	10,543		$	22,186		$	32,729
2025		35,143			88,745			123,888
2026 and after		—			95,186			95,186
Total future minimum lease payments	$	45,686		$	206,117		$	251,803
Less: imputed interest		(1,280	)		(23,580	)		(24,860	)
Total operating lease liability	$	44,406		$	182,537		$	226,943
Less: operating lease liability - current		40,906			73,279			114,185
Total operating lease liability – non current	$	3,500		$	109,258		$	112,758

Contingencies

Subsequent Events

9 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

7. Subsequent Events

Accounting Policies, by Policy (Policies)

9 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Use of Estimates

Use of Estimates

Foreign Currency and Foreign Currency Translation

Foreign Currency and Foreign Currency Translation

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

	December 31, 2023	December 31, 2022	March 31, 2023
Year-end spot rate	EUR 1 = US$1.1062	EUR 1 = US$1.0698	EUR 1 = US$1.0872
Average rate for the period	EUR 1 = US$1.0845	EUR 1 = US$1.0310	EUR 1 = US$1.0414

Certain Risks and Concentration

Certain Risks and Concentration

Cash and Cash Equivalents

Cash and Cash Equivalents

Accounts Receivable

Accounts Receivable

Revenue Recognition

Revenue Recognition

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

	(i)	Identify the contract

	(ii)	Identify performance obligations

	(iii)	Determine transaction price

	(iv)	Allocate transaction price

	(v)	Recognize revenue

Fair Value Measurement

Fair Value Measurement

	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.

Property and Equipment

Property and Equipment

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

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

There were no impairment losses for the three and nine months ended December 31, 2023 and 2022.

Leases

Leases

Taxation

Taxation

Stock-Based Compensation

Stock-Based Compensation

Earnings per share

Earnings per share

Recently Issued Accounting Standards

Recently Issued Accounting Standards

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies [Abstract]

Schedule of Exchanges Rates

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

	December 31, 2023	December 31, 2022	March 31, 2023
Year-end spot rate	EUR 1 = US$1.1062	EUR 1 = US$1.0698	EUR 1 = US$1.0872
Average rate for the period	EUR 1 = US$1.0845	EUR 1 = US$1.0310	EUR 1 = US$1.0414

Schedule of Estimated Annual Deprecation Rate

The estimated annual deprecation rate of these assets are generally as follows:

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

Related Party Transaction (Tables)

9 Months Ended

Dec. 31, 2023

Schedule of Related Parties

Related Parties

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

Schedule of Due to Related Party Balance

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

	December 31, 2023		March 31, 2023
	US$		US$
Huihe Zheng		1,217,893		1,035,730
OPG		—		3,202
YeeTah Financial		—		8,176
Total		1,217,893		1,047,108

Schedule of Subscription Receivable Due from Stockholder Balance

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

	December 31, 2023		March 31, 2023
	US$		US$
Huihe Zheng		—		48,718
Total		—		48,718

Commitments and Contingencies (Tables)

9 Months Ended

Dec. 31, 2023

Commitments and Contingencies [Abstract]

Schedule of Operating Lease

	2022 Office Lease			2023 Office Lease			Total
2024	$	10,543		$	22,186		$	32,729
2025		35,143			88,745			123,888
2026 and after		—			95,186			95,186
Total future minimum lease payments	$	45,686		$	206,117		$	251,803
Less: imputed interest		(1,280	)		(23,580	)		(24,860	)
Total operating lease liability	$	44,406		$	182,537		$	226,943
Less: operating lease liability - current		40,906			73,279			114,185
Total operating lease liability – non current	$	3,500		$	109,258		$	112,758

Organization and Principal Activities (Details)			1 Months Ended
Organization and Principal Activities (Details)	Apr. 01, 2023 USD ($)	Oct. 21, 2020 $ / shares shares	Nov. 30, 2021 USD ($)	Nov. 30, 2021 EUR (€)	Dec. 31, 2023	Nov. 03, 2021
Organization and Principal Activities [Line Items]
Consideration amount \| €				€ 5,000
Consideration transferred \| $			$ 1
Recognized gain \| $	$ 33,165
QDMI Software Group Limited [Member]
Organization and Principal Activities [Line Items]
Ownership percentage						100.00%
LGL [Member]
Organization and Principal Activities [Line Items]
Ownership percentage					100.00%
QDMS [Member]
Organization and Principal Activities [Line Items]
Ownership percentage					100.00%
Common Stock [Member]
Organization and Principal Activities [Line Items]
Conversion price per share \| $ / shares		$ 0.0001
Series C Preferred Stock [Member]
Organization and Principal Activities [Line Items]
Price per share \| $ / shares		$ 0.0001
Convertible preferred stock shares		11
QDM Holdings Limited [Member] \| Series C Convertible Preferred Stock [Member]
Organization and Principal Activities [Line Items]
Shares issued		900,000
QDM BVI [Member]
Organization and Principal Activities [Line Items]
Shares issued		0.3667

Summary of Significant Accounting Policies (Details)	9 Months Ended
Summary of Significant Accounting Policies (Details)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Summary of Significant Accounting Policies (Details) [Line Items]
Impairment losses
Tax benefit percentage	50.00%
USD [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Exchanges rates	7.8

Summary of Significant Accounting Policies (Details) - Schedule of Exchanges Rates	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Year-end spot rate [Member]
Schedule of Exchanges Rates [Line Items]
Exchange rate	1.1062	1.0872	1.0698
Average rate for the period [Member]
Schedule of Exchanges Rates [Line Items]
Exchange rate	1.0845	1.0414	1.031

Summary of Significant Accounting Policies (Details) - Schedule of Estimated Annual Deprecation Rate	9 Months Ended
	Dec. 31, 2023 USD ($)
Office equipment [Member]
Property, Plant and Equipment [Line Items]
Depreciation rate	3 years
Estimated residual value
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Depreciation rate	Shorter of lease term or 3 years
Estimated residual value

Equity (Details)			9 Months Ended		27 Months Ended
Equity (Details)	Jul. 22, 2023 USD ($)	Jul. 22, 2023 HKD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2023 HKD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 HKD ($)	Dec. 31, 2023 HKD ($)
Equity [Line Items]
Amount of paid-up share capital			$ 64,103	$ 500,000	$ 12,821	$ 100,000
Net assets			38,462				$ 300,000
Invested additional share capital		$ 1,170,000
Huihe Zheng [Member]
Equity [Line Items]
Invested additional share capital	$ 150,000
Yeetah [Member]
Equity [Line Items]
Net assets			$ 64,103				$ 500,000

Related Party Transaction (Details) - USD ($)	3 Months Ended		9 Months Ended
Related Party Transaction (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction (Details) [Line Items]
Related party debt			$ 267,557	$ 179,819
Yee Tah Financial [Member]
Related Party Transaction (Details) [Line Items]
Commission expense		$ 12,096		34,775
Related party debt
Huihe Zheng [Member]
Related Party Transaction (Details) [Line Items]
Related party debt	$ 137,688	14,722	266,480	177,941
OPG [Member]
Related Party Transaction (Details) [Line Items]
Related party debt		$ 1,817		$ 1,817

Related Party Transaction (Details) - Schedule of Related Parties	9 Months Ended
	Dec. 31, 2023
Siu Ping Lo [Member]
Related Party Transaction [Line Items]
Related party, Relationship with the Company	Responsible officer of Yeetah
Huihe Zheng [Member]
Related Party Transaction [Line Items]
Related party, Relationship with the Company	Principal stockholder, Chief Executive Officer and Chairman of the Company
YeeTah Financial Group Co., Ltd. (“YeeTah Financial”) [Member]
Related Party Transaction [Line Items]
Related party, Relationship with the Company	A company formerly controlled by Siu Ping Lo
Ouya Properties Group Ltd. (“OPG”) [Member]
Related Party Transaction [Line Items]
Related party, Relationship with the Company	A company controlled by Huihe Zheng

Related Party Transaction (Details) - Schedule of Due to Related Party Balance - USD ($)	Dec. 31, 2023	Mar. 31, 2023
Related Party Transaction (Details) - Schedule of Due to Related Party Balance [Line Items]
Due to related party	$ 1,217,893	$ 1,047,108
Huihe Zheng [Member]
Related Party Transaction (Details) - Schedule of Due to Related Party Balance [Line Items]
Due to related party	1,217,893	1,035,730
OPG [Member]
Related Party Transaction (Details) - Schedule of Due to Related Party Balance [Line Items]
Due to related party		3,202
YeeTah Financial [Member]
Related Party Transaction (Details) - Schedule of Due to Related Party Balance [Line Items]
Due to related party		$ 8,176

Related Party Transaction (Details) - Schedule of Subscription Receivable Due from Stockholder Balance - USD ($)	Dec. 31, 2023	Mar. 31, 2023
Related Party Transaction (Details) - Schedule of Subscription Receivable Due from Stockholder Balance [Line Items]
Stockholders' Equity Note, Subscriptions Receivable		$ 48,718
Huihe Zheng [Member]
Related Party Transaction (Details) - Schedule of Subscription Receivable Due from Stockholder Balance [Line Items]
Stockholders' Equity Note, Subscriptions Receivable		$ 48,718

Income Taxes (Details) - HKD ($) $ in Millions		9 Months Ended
Income Taxes (Details) - HKD ($) $ in Millions	Dec. 29, 2017	Dec. 31, 2023	Dec. 31, 2022
Income Taxes (Details) [Line Items]
Income tax rate		12.50%
Tax rate regime (in Dollars)	$ 2.0
Hong Kong [Member]
Income Taxes (Details) [Line Items]
Income tax rate		16.50%
United States [Member]
Income Taxes (Details) [Line Items]
Federal income tax flat rate		21.00%	21.00%
Minimum [Member]
Income Taxes (Details) [Line Items]
Income tax rate	8.25%
Maximum [Member]
Income Taxes (Details) [Line Items]
Income tax rate	16.50%

Commitments and Contingencies (Details) - USD ($)	3 Months Ended		9 Months Ended
Commitments and Contingencies (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Commitments and Contingencies [Abstract]
Lease term	3 years		3 years
Weighted average remaining lease term	2 years 3 months 18 days	1 year 1 month 6 days	2 years 3 months 18 days	1 year 1 month 6 days
Operating lease discount rate, percentage	10.34%	4.90%	10.34%	4.90%
Operating lease expense	$ 32,113	$ 10,543	$ 89,868	$ 31,629

Commitments and Contingencies (Details) - Schedule of Operating Lease - USD ($)	9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2023
Commitments and Contingencies (Details) - Schedule of Operating Lease [Line Items]
2024	$ 32,729
2025	123,888
2026 and after	95,186
Total future minimum lease payments	251,803
Less: imputed interest	(24,860)
Total operating lease liability	226,943
Less: operating lease liability - current	114,185		$ 29,393
Total operating lease liability – non current	112,758		$ 44,406
Office Lease [Member]
Commitments and Contingencies (Details) - Schedule of Operating Lease [Line Items]
2024	22,186	$ 10,543
2025	88,745	35,143
2026 and after	95,186
Total future minimum lease payments	206,117	45,686
Less: imputed interest	(23,580)	(1,280)
Total operating lease liability	182,537	44,406
Less: operating lease liability - current	73,279	40,906
Total operating lease liability – non current	$ 109,258	$ 3,500

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