UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended September 30, 2020

 

OR

 

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

 

+86 (21)22183083

(Registrant’s telephone number, including area code)

 

Former Fiscal Year End was December 31

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

 

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

 

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

 

Indicate by check mark whether the 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 ☒

 

As of November 19, 2020, there were 1,688,049 shares of the registrant’s common stock, par value $0.0001 per share, outstanding.

 

 

 

TABLE OF CONTENTS

 

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	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.	Controls and Procedures	13
PART II – OTHER INFORMATION		14
Item 1.	Legal Proceedings	14
Item 1A.	Risk Factors	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.	Defaults Upon Senior Securities	14
Item 4.	Mine Safety Disclosures	14
Item 5.	Other Information	14
Item 6.	Exhibits	14
SIGNATURES		15

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

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

 

	●	the impact by public health epidemics, including the COVID-19 pandemic in China, Hong Kong and the rest of the world, on the market we operate in and our business, results of operations and financial condition;
	●	the market for our services;
	●	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 China;
	●	the future growth of the Hong Kong insurance industry as a whole and the professional insurance intermediary sector in particular;
	●	our ability to attract customers, further enhance our brand recognition;
	●	our ability to hire and retain qualified management personnel and key employees in order to enable them to develop our business;
	●	changes in 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 BALANCE SHEETS

AS OF SEPTEMBER 30, 2020 AND DECEMBER 31, 2019

 

		September 30, 2020				December 31, 2019
ASSETS		(Unaudited)
Current assets:
Cash and cash equivalents		$	157			$	1,557
Prepaid expenses			18,000				—
Total current assets			18,157				1,557
Property and equipment, at cost, net			—				615
Total assets		$	18,157			$	2,172
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable & accrued liabilities		$	—			$	33,000
Notes payable			—				269,277
Advances from shareholder			95,600				19,443
Total current liabilities			95,600				321,720
Stockholders’ equity deficit:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 13,500 and 23,500 issued and outstanding			135				235
Common stock, $0.0001 par value, 200,000,000 shares authorized, 1,668,049 and 518,105 shares issued and 1,653,873 and 503,929 shares outstanding			167				5,181
Additional paid-in capital			9,064,446				8,664,158
Treasury stock, 14,176 and 14,176 shares at cost			(60,395	)			(60,395	)
Accumulated deficit			(9,081,796	)			(8,928,727	)
Total stockholders’ deficit			(77,443	)			(319,548	)
Total liabilities and shareholders’ deficit		$	18,157			$	2,172

 

See accompanying notes to condensed financial statements.

 

 

QDM INTERNATIONAL INC.

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019

 

		For the Three Months Ended								For the Nine Months Ended
		September 30,								September 30,
		2020				2019				2020				2019
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Operating expenses
General & administrative expenses		$	29,500			$	40,787			$	150,687			$	194,721
Total  operating expenses			29,500				40,487				150,687				194,721
Loss from operations			(29,500	)			(40,787	)			(150,687	)			(194,721	)
Other expense
Interest expenses			—				(7,292	)			(2,365	)			(20,918	)
Other expenses – write off of fixed assets			—				—				(543	)			—
Other income			—				—				526				—
Total other expense			—				(7,292	)			(2,382	)			(20,918	)
Loss before income taxes			(29,500	)			(48,079	)			(153,069	)			(215,639	)
Provision for income taxes			—				—				—				—
Net loss		$	(29,500	)		$	(48,079	)			(153,069	)			(215,639	)
Earnings (loss) per common share:
Basic loss per share		$	(0.02	)			(0.10	)			(0.11	)			(0.43	)
Diluted loss per share		$	(0.02	)			(0.10	)			(0.11	)			(0.43	)
Weighted average basic & diluted shares outstanding:
Preferred			13,500				10,000				15,038				10,000
Common			1,653,872				503,929				1,427,870				505,759

 

See accompanying notes to condensed financial statements.

 

 

QDM INTERNATIONAL INC.

CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019

 

For the Three Months Ended September 30, 2019

 

		Preferred				Common				Treasury				Preferred share				Common share				Treasury				Additional Paid-in				Accumulated
		Stock				Stock				Stock				Amount				Amount				Amount				Capital				Deficit				Total
Balance June 30, 2019 (Unaudited)			10,000				518,105				14,176			$	100			$	5,181				(60,395	)		$	8,451,308			$	(8,629,053	)		$	(232,859	)
Net loss			—				—				—				—				—				—				—				(48,079	)			(48,079	)
Balance September 30, 2019 (Unaudited)			10,000				518,105				14,176			$	100			$	5,181				(60,395	)		$	8,451,308			$	(8,677,132	)		$	(280,938	)

 

For the Nine Months Ended September 30, 2019

 

		Preferred				Common				Treasury				Preferred share				Common share				Treasury				Additional Paid-in				Accumulated
		Stock				Stock				Stock				Amount				Amount				Amount				Capital				Deficit				Total
Balance December 31, 2018			10,000				518,105				7,953			$	100			$	5,181				(40,773	)		$	8,451,308			$	(8,461,493	)		$	(45,677	)
Share redemptions			—				—				6,223				—				—				(19,622	)			—				—				(19,622	)
Net loss			—				—				—				—				—				—				—				(215,639	)			(215,639	)
Balance September 30, 2019 (Unaudited)			10,000				518,105				14,176			$	100			$	5,181				(60,395	)		$	8,451,308			$	(8,677,132	)		$	(280,938	)

 

For the Three Months Ended September 30, 2020

 

		Preferred				Common				Treasury				Preferred share				Common share				Treasury				Additional Paid-in				Accumulated
		Stock				Stock				Stock				Amount				Amount				Amount				Capital				Deficit				Total
Balance June 30, 2020 (Unaudited)			13,500				1,668,049				14,176			$	135			$	167				(60,395	)		$	9,049,699			$	(9,052,296	)		$	(62,690	)
Contribution from shareholders			—				—				—				—				—				—				14,747				—				14,747
Net loss			—				—				—				—				—				—				—				(29,500	)			(29,500	)
Balance September 30, 2020 (Unaudited)			13,500				1,668,049				14,176			$	135			$	167				(60,395	)		$	9,064,446			$	(9,081,796	)		$	(77,443	)

 

For the Nine Months Ended September 30, 2020

 

		Preferred				Common				Treasury				Preferred share				Common share				Treasury				Additional Paid-in				Accumulated
		Stock				Stock				Stock				Amount				Amount				Amount				Capital				Deficit				Total
Balance December 31, 2019			23,500				518,105				14,176			$	235			$	5,181				(60,395	)		$	8,664,158			$	(8,928,727	)		$	(319,548	)
Shares consolidation			—				—				—				—				(5,129	)			—				5,129				—				—
Balance December 31, 2019 (Adjusted)			23,500				518,105				14,176			$	235			$	52				(60,395	)		$	8,669,287			$	(8,928,727	)		$	(319,548	)
Shares issuance			—				710,000				—				—				71				—				71,009				—				71,080
Share issuance - reverse split round-up			—				391				—				—				—				—				—				—				—
Conversion of notes payable			—				339,553				—				—				34				—				271,608				—				271,642
Conversion of preferred shares to common shares			(10,000	)			100,000				—				(100	)			10				—				90				—				—
Contribution from shareholders			—				—				—				—				—				—				33,009				—				33,009
Forgiveness of shareholder advances			—				—				—				—				—				—				19,443				—				19,443
Net loss			—				—				—				—				—				—				—				(153,069	)			(153,069	)
Balance September 30, 2020 (Unaudited)			13,500				1,668,049				14,176			$	135			$	167				(60,395	)		$	9,064,446			$	(9,081,796	)		$	(77,443	)

 

See accompanying notes to condensed financial statements. 

 

 

QDM INTERNATIONAL INC.

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019

 

		September 30, 2020				September 30, 2019
		(Unaudited)				(Unaudited)
Cash flows from operating activities:
Net loss		$	(153,069	)		$	(215,639	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			72				215
Interest added to notes payable			2,365				20,917
Share-based payments			38,080				—
Write-off of fixed assets			543				—
Changes in assets and liabilities:
Increase in cash in prepaid expenses			(18,000	)			—
Decrease in cash in attorney’s trust account			—				11,834
(Increase) decrease in accounts payable and accrued liabilities			—				(9,500	)
Net cash used in operating activities			(130,009	)			(192,173	)
Cash flows from financing activities:
Proceeds from notes payable			—				125,008
Proceeds from shareholder advance			95,600				19,443
Redemption of common shares			—				(19,622	)
Contribution from shareholders			33,009				—
Net cash provided by (used) in financing activities			128,609				124,829
Net increase (decrease) in cash			(1,400	)			(67,344	)
Cash and cash equivalents, beginning			1,557				76,286
Cash and cash equivalents, ending		$	157			$	8,942
Supplemental cash flow information:
Cash paid for interest		$	—			$	—
Cash paid for income taxes		$	—			$	—
Non-cash and investing activities:
Forgiveness of accrued officer compensation		$	33,000			$	—

 

See accompanying notes to condensed financial statements.

 

 

QDM International Inc.

Notes to Condensed Financial Statements

September 30, 2020 and 2019

(Unaudited)

 

Note 1. Organization and liquidity

 

QDM International Inc. (“we,” the “Company” or similar terminology) was incorporated in   Florida in March 2020 and is the successor to 24/7 Kid Doc, Inc. (“24/7 Kid Doc”) which was incorporated under the laws of the State of Florida on November 24, 1998 under the name Jarrett Favre Driving Adventure Inc. 24/7 Kid Doc operated a racing school which provided entertainment based oval driving classes, rides and events. On November 21, 2002, 24/7 Kid Doc changed its name to Dale Jarrett Racing Adventure, Inc. On November 18, 2015, 24/7 Kid Doc sold the assets and liabilities of the racing school to Tim Shannon and changed its name to 24/7 Kid Doc, Inc. to more accurately reflect its proposed operations. Before the change of control discussed below, 24/7 Kid Doc was a telemedicine company that provided Connect-a-Doc telemedicine kits to schools and its services aimed to provide an effective and affordable alternative to schools that desire to provide a higher level of healthcare to their students but are unable to keep a full-time school nurse available.

 

On March 3, 2020, a stock purchase agreement (the “Agreement”) was entered into by and between Huihe Zheng and Tim Shannon, our then controlling stockholder as well as Chief Executive Officer, Chief Financial Officer, President and director. Pursuant to the Agreement, Mr. Shannon sold to Mr. Zheng (i) 710,000 (71,000,000 shares before the Reverse Stock Split as defined below) shares of common stock of 24/7 Kid Doc, representing 42.6% of the total issued and outstanding shares of common stock of 24/7 Kid Doc as of March 9, 2020 and (ii) 13,500 (1,350,000 shares before the Reverse Stock Split as defined below) Series B Preferred Shares, each entitling the holder to 100 votes on all corporate matters submitted for stockholder approval, in consideration of $500,000 in cash from Mr. Zheng’s personal funds. The shares of common stock and Series B Preferred Shares acquired by Mr. Zheng, in the aggregate, represented 68.3% of the outstanding voting securities of 24/7 Kid Doc as of March 9, 2020, and the acquisition of such shares resulted in a change in control of 24/7 Kid Doc.

 

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

 

Pursuant to the Merger Agreement, Merger Sub merged with and into 24/7 Kid Doc, with 24/7 Kid Doc being the surviving entity. As a result, the separate corporate existence of Merger Sub ceased and 24/7 Kid Doc became a direct, wholly-owned subsidiary of the Company. Pursuant to the Merger Agreement and as a result of the Merger, all issued and outstanding shares of common stock and Series B Preferred Shares of 24/7 Kid Doc were converted into shares of the Company’s common stock and Series B Preferred Shares, respectively, on a one-for-one basis, with the Company securities having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding share of the securities of 24/7 Kid Doc being converted. As a result, upon consummation of the Merger, all of the stockholders of 24/7 Kid Doc immediately prior to the Merger became stockholders of the Company.

 

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

 

After the change in control in 24/7 Kid Doc and the Merger, the Company plans to conduct insurance brokerage business in Hong Kong. The Company plans to implement this business plan through formation or acquisition of an existing insurance brokerage business. To implement its business plan, during the three months ended September 30, 2020, the Company engaged professionals (legal counsel and accountants) to evaluate the optimal corporate structure for its new business and conduct due diligence on a potential target. The Company expects to complete the formation or acquisition of the insurance brokerage business in the second half of 2020 but its ability to execute on its business plan and initiatives will depend upon, among others factors, the developments of the COVID -19 pandemic, including the duration and spread of the COVID 19 and lockdown restrictions imposed by the respective various governments and oversight bodies in China.

  

 

Going Concern

 

Our accompanying financial statements contemplate the realization of assets and liquidation of liabilities in the normal course of business. We have suffered recurring losses from operations and have stockholder and working capital deficits at September 30, 2020. We recognize we will need to raise additional funds either through debt or equity financing to sustain our operations. We plan to continue to closely monitor our general and administrative expenses in 2020 and make adjustments when possible. Absent our ability to be successful in such endeavors, we may seek to raise capital from existing shareholders. While we believe we will obtain adequate cash to meet our commitments in 2020, there can be no assurance that our beliefs will come to fruition in which case we would most likely have continuing as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

 

Note 2. Summary of significant accounting policies

 

Basis of Presentation

 

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

 

Cash and Cash Equivalents

 

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

 

Property and Equipment

 

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

 

Long Lived Assets

 

We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. As at September 30, 2020, we did not have any long lived assets.

 

 

Revenue Recognition

 

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

 

Revenue is recognized when the following criteria are met:

 

●

Identification of the contract, or contracts, with customer;

 

●

Identification of the performance obligations in the contract;

 

●

Determination of the transaction price;

 

●

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

 

●

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

 

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

 

Use of Estimates

 

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

 

Advertising Costs

 

Advertising costs are charged to operations when the advertising first takes place. We did not have any advertising costs charged to operations for the three and nine months ended September 30, 2020 and 2019.

 

Fair Value of Financial Instruments

 

At September 30, 2020, our short-term financial instruments consist primarily of cash, accounts payable, accrued liabilities and advances from a shareholder. The carrying amounts of these financial instruments approximate fair value because of their short-term maturities.

 

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

 

 

Income Taxes

 

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

 

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

 

We do not believe we have taken any uncertain tax positions on any of our open income tax returns filed through the three and nine months ended September 30, 2020. Our methods of tax accounting are based on established income tax principles in the Internal Revenue Code and are properly calculated and reflected within our income tax returns. Due to the carryforwards of net operating losses, all of our federal and state income tax returns remain subject to audit.

 

Stock-Based Compensation

 

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

 

Basic Loss Per Share

 

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

 

Recent Accounting Pronouncements

 

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

 

 

Note 3. Property and Equipment

 

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

 

		September 30, 2020				December 31, 2019
Office equipment		$	—			$	1,664
Less accumulated depreciation			—				(1,049	)
		$	—			$	615

 

Depreciation charged to operations was nil and $72 for the three and nine months ended September 30, 2020 and $72 and $215 for the three and nine months ended September 30, 2019, respectively.

 

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

 

Note 4. Notes Payable

 

Notes payable at December 31, 2019 represented promissory notes issued during 2018 with aggregate principal amounts of $241,067. These notes bore a simple interest at 12.0% and were due and payable for varying terms ranging from one to two years after their issuance. The notes were convertible to shares of common stock of the Company at a conversion price per share of $0.8 per share ($0.008 per share before the Reverse Stock Split as defined below), subject to adjustments for stock splits and combinations.

 

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

  

Note 5. Equity

 

Reverse Stock Split

 

In May 2020, the Company effected a reverse stock split whereby each 100 issued and outstanding shares of common stock were consolidated into one share of common stock and each 100 issued and outstanding shares of preferred stock were consolidated into one share of preferred stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, additional 391 shares were issued due to round-up effects.

 

Common Stock

 

In January 2020, the Company converted its outstanding convertible notes into shares of common stock. The $271,642 in notes payable with interest accrued was converted into 339,553 (33,955,250 before the Reverse Stock Split) shares of common stock at a price of $0.8 per share ($0.008 per share before the Reverse Stock Split).

 

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

 

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

  

Preferred Shares

 

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

 

 

Additional Paid-in-capital

 

During the nine months ended September 30, 2020, the Company received capital contribution of $33,009 from its shareholder for working capital uses. The capital contribution was recorded in additional paid-in-capital.

 

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

 

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

 

Note 6. Related Party Transaction

 

During the fourth quarter of 2018 and first quarter of 2019, certain shareholders and affiliates of shareholders provided funds in the aggregate principal amount of $241,067 to the Company in exchange for promissory notes bearing a simple interest at 12% per annum and varying maturity dates ranging from one to two years from the date of issuance. These notes were convertible to shares of common stock at $0.8 per share ($0.008 per share before the Reverse Stock Split).

 

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

 

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

 

During the three and nine months ended September 30, 2020, the Company received $14,747 and $33,009 capital contributions, respectively, from Tim Shannon for working capital uses.

 

During the three and nine months ended September 30, 2020, the Company received advances of $28,376 and $95,600, respectively, from its current major shareholder, Huihe Zheng, to support its operations. The total shareholder advance balance in the amount of $95,600 as of September 30, 2020 is a non-interest bearing loan and due on demand.

 

Note 7. Subsequent Events 

 

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

 

On October 21, 2020, the Company 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 principal stockholder, Chairman and Chief Executive Officer of the Company, 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 Shares”), with each Series C Preferred Share initially being convertible into 11 shares of our common stock, par value $0.0001 per share (the “Common Stock”), 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 QDM BVI and its indirect subsidiary, YeeTah Insurance Consultant Limited, a Hong Kong corporation, an insurance brokerage company primarily engaged in the sales and distribution of insurance products in Hong Kong.

 

The Company filed a Current Report on Form 8-K with the SEC on October 27, 2020, announcing the consummation of the Share Exchange (the “Super 8-K”). The Super 8-K contains descriptions of the business and results of operations of QDM BVI and its subsidiaries, including the audited financial statements of QDM BVI as of March 31, 2020 and 2019 and for the years then ended and the unaudited financial statements for the three months as of June 30, 2020 and 2019 and for the quarters then ended. The Super 8-K also includes pro forma financial statements giving effect to the Share Exchange. The financial statements for QDM BVI and its subsidiaries for the three and six months ended September 30, 2020 and 2019 are expected to be filed by an amendment to the Super 8-K.

 

On November 11, 2020, the Company’s board approved to issue an aggregate of 20,000 shares of common stock to its directors and officers as equity compensation for services they provide in 2020.

 

 

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

 

The following discussion should be read in conjunction with our interim financial statements, including the notes thereto, appearing elsewhere in this Report. The following discussion should also be read together with our Current Report on Form 8-K filed with the SEC on October 27, 2020, as may be amended from time to time (the “Super 8-K”), which contains disclosures on the Share Exchange and the business we acquired as more fully discussed below. Our interim financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

 

Overview

 

We were a telemedicine company that provides Connect-a-Doc telemedicine kits to schools. Our services aimed to provide an effective and affordable alternative to schools that desire to provide a higher level of healthcare to their students but are unable to keep a full-time school nurse available.

 

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

 

On October 21, 2020, we entered into 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 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 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 Shares”), with each Series C Preferred Share initially being convertible into 11 shares of our common stock, 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, we acquired QDM BVI and its indirect subsidiary, YeeTah Insurance Consultant Limited, a Hong Kong corporation, an insurance brokerage company primarily engaged in the sales and distribution of insurance products in Hong Kong. Following the closing of the transaction, we have assumed the business operations of QDM BVI and its subsidiaries. See the Super 8-K for more information on the business and results of operations of QDM BVI.

 

Results of Operations

 

We did not generate any revenue for the three and nine months ended September 30, 2020 and 2019 because we were not able to market our products and services effectively, or at all. After the change of control occurred in March 2020, we were in the process of implementing our new business plan (refer to “Overview” above) and hence no revenue was generated after the change in control in March 2020 to September 30, 2020.

 

For the nine months ended September 30, 2020, we incurred $150,687 in general and administrative expenses, $2,365 in interest expenses for convertible promissory notes, and net $17 in other expenses. As a result, we had net loss of $153,069 for the nine months ended September 30, 2020.

 

For the nine months ended September 30, 2019, we incurred $194,721 in general and administrative expenses and $20,918 in interest expenses for convertible promissory notes. As a result, we had net loss of $215,639 for the nine months ended September 30, 2019.

  

Our expenses during 2020 were primarily expenses involved in general operating expenses including audit, accounting, officer compensation and legal expenses to maintain the Company as a reporting company. The decrease in expenses the nine months ended September 30, 2020 compared to the same period of 2019 was due to less officer and employee expenses were incurred due to the change in control. In the nine months ended September 30, 2020, we incurred $51,000 less officer and employee expenses since our officers did not take compensation after the change in control and we had no employees during 2020. In addition, we incurred less travel expenses and office expenses in 2020 mainly as a result of change in control.

 

For the three months ended September 30, 2020, we incurred $29,500 in general and administrative expenses. As a result, we had net loss of $29,500 for the three months ended September 30, 2020.

 

For the three months ended September 30, 2019, we incurred $40,787 in general and administrative expenses and $7,292 on interest expenses accrued on the convertible promissory notes. As a result, we had net loss of $48,079 for the three months ended September 30, 2019.

 

The decrease in expenses the three months ended September 30, 2020 compared to the same period of 2019 was due to less officer and employee expenses were incurred due to the change in control. In the three months ended September 30, 2020, we incurred less officer and employee expenses since our officers did not take compensation after the change in control and we had no employees following the change of control until our acquisition of QDM BVI. In addition, we incurred less travel expenses and office expenses in the nine months ended September 30, 2020 as a result of the change in control.

 

Liquidity and Capital Resources

 

As of September 30, 2020, the Company had cash balance of $157 as compared to $1,557 as of December 31, 2019.

 

As of September 30, 2020, the Company had total liabilities of $95,600 and an accumulated deficit of $9,081,796. As of December 31, 2019, the Company had total liabilities of $321,720 and an accumulated deficit of $8,928,727.

 

 

Cash Flows from Operating Activities

 

For the nine months ended September 30, 2020, net cash used in operating activities was $130,009, which is mainly the result of:

 

	●	net loss for the period of $153,069;
	●	adjustment of non-cash share-based payments of $38,080;
	●	adjustment of non-cash interest added on notes payable of $2,365; and
	●	decrease resulted from change in prepaid expenses of $18,000;

 

Net cash used in operating activities for the nine months ended September 30, 2019 was $192,173, which is mainly the result of:

 

	●	net loss for the period of $215,639;
	●	adjustment of non-cash interest added on notes payable of $20,917; and
	●	increase resulted from the changes in working capital of $2,334.

 

Cash Flows from Financing Activities

 

For the nine months ended September 30, 2020, net cash generated by financing activities was $128,609, due to: 1) shareholder capital contributions of $33,009; and 2) shareholder advances of $95,600.

 

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

 

Our future capital requirements will depend on numerous factors including, but not limited to, the implementation of our new business plan in Hong Kong. We expect to depend on financing from our majority shareholder to meet our current minimal operating expenses. As we are a start-up company, our operating expenses are limited and discretional based on the availability of our funds. Management believes that the financing from our majority shareholder will support our planned operations over the next 12 months.

 

Material Commitments

 

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

 

Off-Balance Sheet Arrangements

 

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

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

Not applicable.

  

Item 4. Controls and Procedures.

 

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

 

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

 

Changes in Internal Control over Financial Reporting

 

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

 

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

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

 

Item 1A. Risk Factors.

 

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

 

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

  

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

  

Item 5. Other Information.

 

Not applicable.

 

Item 6. Exhibits.

 

Number		Description
2.1+		Share Exchange Agreement, dated October 21, 2020, by and among QDM International Inc., QDM Holdings Limited and Huihe Zheng, incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 27, 2020
3.1		Articles of Incorporation, incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report  on Form 8-K filed May 1, 2020
3.2		Certification of Designation of Series C Convertible Preferred Stock filed on October 8, 2020, incorporated herein by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on October 27, 2020
3.3		Bylaws, incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on May 1, 2020
10.1++		Broker Agreement dated November 16, 2015, by and between Company A and YeeTah Insurance Consultant Limited, as supplemented, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 27, 2020
10.2++		Broker’s Contract, dated October 19, 2015, by and between Company B and YeeTah Insurance Consultant Limited, as supplemented, incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 27, 2020
10.3++		Agreement dated November 6, 2017, by and between Company C and YeeTah Insurance Consultant Limited, incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 27, 2020
31.1*		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

 

	+	The exhibits and schedules to this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish a copy of any omitted schedules to the SEC upon request.
	++	Portions of the exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company hereby agrees to furnish a copy of any omitted portion to the SEC upon request.
	*	Filed herewith.
	**	Furnished herewith.

  

 

SIGNATURES

 

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

 

	QDM International Inc.
Dated:  November 20, 2020	By:	/s/ Huihe Zheng
		Name:	Huihe Zheng
		Title:	President and Chief Executive Officer (Principal Executive Officer)
Dated:  November 20, 2020	By:	/s/ Tim Shannon
		Name:	Tim Shannon
		Title:	Chief Financial Officer (Principal Financial and Accounting Officer)