Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

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 September 30, 2024

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 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 8491 2508

(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.

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 14, 2024, there were 291,563,930shares 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 SEPTEMBER 30, 2024

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	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21
PART II - OTHER INFORMATION	22
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities	22
Item 4.	Mine Safety Disclosures	22
Item 5.	Other Information	22
Item 6.	Exhibits	22
SIGNATURES	23

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

●

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

●

our expansion and other plans and opportunities;

●

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

●

current and future economic 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, 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 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. 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.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

QDM INTERNATIONAL INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30 AND MARCH 31, 2024

		September 30, 2024			March 31, 2024
		(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	6,298,869			$	5,158,223
Accounts receivable			227,316				183,612
Prepaid expenses			231,668				103,403
Deferred offering cost			37,500				-
Total current assets			6,795,353				5,445,238
Right of use assets - operating lease			140,295				196,141
Long-term prepaids			59,583				59,583
Property and equipment, net			54,033				75,327
Total assets		$	7,049,264			$	5,776,289
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable & accrued liabilities		$	624,792			$	566,780
Operating lease liabilities - current			82,166				109,556
Income tax payable			514,853				309,043
Due to related party			1,412,277				1,283,221
Total current liabilities			2,634,088				2,268,600
Operating lease liabilities - non current			49,130				89,729
Total liabilities			2,683,218				2,358,329
Shareholders' equity:
Preferred stock, $0.0001 par value, 30,000,000 shares authorized, 545,386 and 545,386 issued and outstanding as of September 30, 2024 and March 31, 2024, respectively			54				54
Common stock, $0.0001 par value, 700,000,000 shares authorized, 291,563,930 shares issued and 291,563,930 shares outstanding as of September 30, 2024 and March 31, 2024, respectively			3,519				3,519
Treasury stock, 4,730 and 4,730 shares at cost			(60,395	)			(60,395	)
Additional paid-in capital			11,901,231				11,901,231
Accumulated deficit			(7,478,363	)			(8,426,449	)
Total shareholders' equity			4,366,046				3,417,960
Total liabilities and shareholders' equity		$	7,049,264			$	5,776,289

*	Retrospectively applied for effect of the forward stock split on April 5, 2024

See accompanying notes to condensed consolidated financial statements.

QDM INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

		For the Three Months Ended			For the Six Months Ended
		September 30,			September 30,
		2024			2023			2024			2023
		(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenue		$	1,020,672			$	1,163,726			$	1,998,937			$	4,437,013
Cost of sales			154,810				713,636				347,442				2,759,717
Gross profit			865,862				450,090				1,651,495				1,677,296
Operating expenses
General & administrative expenses		$	273,762			$	123,923			$	522,541			$	278,567
Total operating expenses			273,762				123,923				522,541				278,567
Income from operations			592,100				326,167				1,128,954				1,398,729
Other income
Interest expenses			2,304				253				3,281				721
Other income			(18,439	)			(2,473	)			(28,223	)			(33,241	)
Total other income			(16,135	)			(2,220	)			(24,942	)			(32,520	)
Income before income taxes			608,235				328,387				1,153,896				1,431,249
Current income tax expense			119,529				59,775				205,810				219,995
Net income		$	488,706			$	268,612			$	948,086			$	1,211,254
Other comprehensive income
Currency translation adjustment			-				973				-				836
Total comprehensive income		$	488,706			$	269,585			$	948,086			$	1,212,090
Earnings per share of common stock:
Basic earnings per share		$	0.002			$	0.001			$	0.003			$	0.004
Diluted earnings per share		$	0.002			$	0.001			$	0.003			$	0.004
Weighted average basic & diluted shares outstanding:
Preferred			545,386				545,386				545,386				545,386
Common			291,559,200				291,559,200				291,559,200				291,559,200

Retrospectively applied for effect of the forward stock split on April 5, 2024

See accompanying notes to condensed consolidated financial statements.

QDM INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

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 June 30, 2023 (Unaudited)			545,386				291,563,930				(4,730	)		$	54			$	3,519				(60,395	)		$	11,901,231			$	(48,718	)		$	(9,048,345	)		$	1,533			$	2,748,879
Net income			-				-				-				-				-				-				-				-				268,612				-				268,612
Other comprehensive income			-				-				-				-				-				-				-				-				-				973				973
Balance September 30, 2023 (Unaudited)			545,386				291,563,930				(4,730	)		$	54			$	3,519				(60,395	)		$	11,901,231			$	(48,718	)		$	(8,779,733	)		$	2,506			$	3,018,464
Balance June 30, 2024 (Unaudited)			545,386				291,563,930				(4,730	)		$	54			$	3,519				(60,395	)		$	11,901,231			$	-			$	(7,967,069	)		$	-			$	3,877,340
Net income			-				-				-				-				-				-				-				-				488,706				-				488,706
Balance September 30, 2024 (Unaudited)			545,386				291,563,930				(4,730	)		$	54			$	3,519				(60,395	)		$	11,901,231			$	-			$	(7,478,363	)		$	-			$	4,366,046

For the six 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, 2023			545,386				291,563,930				(4,730	)		$	54			$	3,519				(60,395	)		$	11,901,231			$	(48,718	)		$	(9,990,987	)		$	1,670			$	1,806,374
Net income			-				-				-				-				-				-				-				-				1,211,254				-				1,211,254
Other comprehensive income			-				-				-				-				-				-				-				-				-				836				836
Balance September 30, 2023 (Unaudited)			545,386				291,563,930				(4,730	)		$	54			$	3,519				(60,395	)		$	11,901,231			$	(48,718	)		$	(8,779,733	)		$	2,506			$	3,018,464
Balance March 31, 2024			545,386				291,563,930				(4,730	)		$	54			$	3,519				(60,395	)		$	11,901,231			$	-			$	(8,426,449	)		$	-			$	3,417,960
Net income			-				-				-				-				-				-				-				-				948,086				-				948,086
Balance September 30, 2024 (Unaudited)			545,386				291,563,930				(4,730	)		$	54			$	3,519				(60,395	)		$	11,901,231			$	-			$	(7,478,363	)		$	-			$	4,366,046

*	Retrospectively applied for effect of the forward stock split on April 5, 2024

See accompanying notes to condensed consolidated financial statements.

QDM INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

		September 30, 2024			September 30, 2023
		(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net income		$	948,086			$	1,211,254
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation			21,294				14,329
Non-cash lease expenses			55,845				46,876
Changes in working capital:
Accounts receivable			(43,704	)			159,452
Prepaid expenses			(128,265	)			16
Long-term prepaid expenses			-				(58,595	)
Accounts payable & accrued liabilities			58,012				1,175,153
Income tax payable			205,810				219,995
Due to a related party			-				(8,807	)
Operating lease liabilities			(67,988	)			(40,743	)
Net cash provided by operating activities			1,049,090				2,718,930
Cash flows from investing activities:
Purchase of property and equipment			-				(92,693	)
Net cash used in investing activities			-				(92,693	)
Cash flows from financing activities:
Proceeds borrowed from related parties			129,056				129,869
Payment for offering cost			(37,500	)			-
Net cash provided by financing activities			91,556				129,869
EFFECT OF EXCHANGE RATE CHANGES ON CASH			-				(207	)
NET INCREASE IN CASH			1,140,646				2,755,899
CASH, BEGINNING OF PERIOD		$	5,158,223			$	2,717,745
CASH, END OF PERIOD			6,298,869				5,473,644
SUPPLEMENTAL DISCLOSURES:
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
September 30, 2024 and 2023

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 is also licensed to provide its customers with assistance on account opening and related services under the MPF and the Occupational Retirement Schemes Ordinance schemes ("ORSO") in Hong Kong, both of which are retirement protection schemes set up for employees.

On October 21, 2020, the Company 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 shareholder, 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 30,000 shares (900,000 shares before the Reverse Split (as defined below)) of a newly designated Series C Convertible Preferred Stock, par value $0.0001 per share (the "Series C Preferred Stock"), with each Series C Preferred Stock initially being convertible into 11 shares of the Company's common stock, par value $0.0001 per share, subject to certain adjustments and limitations (the "Share Exchange"). 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 Share Exchange 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 the wholly-owned subsidiary of QDM HK, 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.

In March 2023, the Company consummated 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 289,104,000 shares of its common stock at a price of $0.0081 per share to certain investors, generating gross proceeds to the Company of $2,339,937.

On March 28, 2024, the Company filed an Articles of Amendment to Articles of Incorporation of the Company (the "Amendment") with the Florida Department of State to (i) increase its authorized shares of common stock, par value $0.0001 per share, from 200,000,000 shares to 700,000,000 shares and its authorized shares of preferred stock, par value $0.0001 per share, from 5,000,000 shares to 30,000,000 shares; and (ii) effect a forward split of its issued and outstanding shares of common stock at a ratio of 10-for-1 (the "2024 Forward Stock Split"), which became effective as of April 5, 2024. The foregoing amendments were approved by the Company's board of directors (the "Board") and shareholders holding approximately 60.9% of the voting power of the Company.

As a result of the 2024 Forward Stock Split, each issued and outstanding share of the Company's common stock prior to the effective time of the 2024 Forward Stock Spilt were split into ten shares of common stock and the total number of issued and outstanding shares of common stock increased from 29,156,393 shares to 291,563,930 shares. The 2024 Forward Stock Split has no impact on the Company's issued and outstanding shares of preferred stock other than that the conversion rate and voting rights of our Series C Convertible Preferred Stock were proportionately adjusted.

On April 4, 2024, the 2024 Forward Stock Split was approved and announced by the Financial Industry Regulatory Authority with an effective date on April 5, 2024.

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 September 30, 2024, and for the three and six months ended September 30, 2024 and 2023. The results of operations for the three and six months ended September 30, 2024 are not necessarily indicative of the operating results for the full year ending March 31, 2025 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, 2024, filed with the Securities and Exchange Commission ("SEC") on July 1, 2024.

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 LGL 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 six months ended September 30, 2024 and 2023, and the year ended March 31, 2024.

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

		October 4, 2023			September 30, 2023
Year-end spot rate		EUR 1 = US$1.0518			EUR 1 = US$1.0584
Average rate for the period		EUR 1 = US$1.0877			EUR 1 = US$1.0886

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 September 30, 2024, substantially all of the Company's cash and cash equivalents were held in major financial institutions located in Hong Kong, which management considers to being of high credit quality.

Cash and Cash Equivalents

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

Accounts Receivable

Accounts receivable represents trade receivable and are recognized initially at fair value and subsequently adjusted for any allowance for expected credit loss.

The Company evaluates the expected credit loss of accounts receivable based on historical collection experience, the financial condition of its customers and assumptions for the future movement of different economic drivers and how these drivers will affect each other. The Company writes off potentially uncollectible accounts receivable against the allowance for credit losses if it is determined that the amounts will not be collected or if a settlement with respect to a disputed receivable is reached for an amount that is less than the carrying value.

The Company historically did not have material bad debts in accounts receivable and management believed that there were no expected credit loss for doubtful accounts. There were no provision for credit loss for doubtful accounts for the three and six months ended September 30, 2024 and 2023 and there was no allowance for credit loss as of September 30 and March 31, 2024.

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 is compensated for its services by commissions paid by insurance companies, typically based on a percentage of the premium paid by the insured.

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 year 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 September 30, 2024 and March 31, 2024.

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 six months ended September 30, 2024 and 2023.

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.

Related party transactions

In general, related parties exist when there is a relationship that offers the potential for transactions at less than arm's-length, favorable treatment, or the ability to influence the outcome of events different from that which might result in the absence of that relationship. A related party may be any of the following: a) an affiliate, which is a party that directly or indirectly controls, is controlled by, or is under common control with another party; b) a principle owner, owner of record or known beneficial owner of more than 10% of the voting interest of an entity; c) management, which are persons having responsibility for achieving objectives of the entity and requisite authority to make decision; d) immediate family of management or principal owners; e) a parent company and its subsidiaries; and f) other parties that have ability to significant influence the management or operating policies of the entity.

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

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

2024 Forward Stock Split

On April 5, 2024, the Company effected a forward split of its issued and outstanding shares of common stock at a ratio of 10-for-1. As a result of the 2024 Forward Stock Split, each issued and outstanding share of the Company's common stock prior to the effective time of the Forward Stock Spilt are split into ten shares of common stock and the total number of issued and outstanding shares of common stock increases from 29,156,393 shares to 291,563,930 shares. The 2024 Forward Stock Split has no impact on the Company's issued and outstanding shares of preferred stock other than that the conversion rate and voting rights of its Series C Convertible Preferred Stock will be proportionately adjusted. The 2024 Forward Stock Split has been retrospectively applied to the financial statements for the fiscal years ended March 31, 2024 and the three and six months ended September 30, 2023.

YeeTah is a licensed insurance broker company in Hong Kong and subject to certain Hong Kong insurance broker requirements regarding its share capital and net assets. As per the requirements, a licensed insurance broker company must at all times maintain a paid-up share capital of not less than USD64,103(HK$500,000) and net assets of not less than USD64,103(HK$500,000), subject to the phase-in transitional arrangements applicable to specified insurance broker companies, including YeeTah, pursuant to which, YeeTah is required to maintain the amount of paid-up share capital and net assets of (i) not less than USD12,821(HK$100,000) for the period from September 23, 2019 to December 31, 2021 and (ii) not less than USD38,462(HK$300,000) for the period from January 1, 2022 to December 31, 2023. YeeTah was in compliance with the applicable minimum paid-up share capital and net assets requirements as of September 30, 2024.

There were no stock transactions, including preferred stock, common stock and treasury stock, during the three and six months ended September 30, 2024 and 2023.

4. Related Party Transaction

Related Parties

Name of related parties		Relationship with the Company
Huihe Zheng		Principal shareholder, Chief Executive Officer and Chairman of the Company

Related Party Transactions

(i)

During the three and six months ended September 30, 2024, Huihe Zheng advanced niland $129,056 to the Company to support its operations. During the three and six months ended September 30, 2023, Huihe Zheng advanced $27,521 and $128,282 to the Company to support its operations, respectively.

Due to Related Party Balance

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

		September 30, 2024			March 31, 2024
		US$			US$
Huihe Zheng			1,412,277				1,283,221
Total			1,412,277				1,283,221

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

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 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.

US

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 2024 (2023: 21%).

Uncertain tax positions

The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of September 30, 2024, 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 commenced in February 2022 (the "2022 Office Lease") and in April 2023 (the "2023 Office Lease"), respectively, as described below, the Company did not have significant commitments, long-term obligations, or guarantees as of September 30, 2024 and 2023.

Operating lease

The 2022 Office Lease has a remaining lease term of the operating lease of 0.4 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 1.6 years and discount rate used for the operating lease is 10.34%.

During the three months ended September 30, 2024 and 2023, the operating lease expense recognized was $32,113 and $32,113, respectively.

During the six months ended September 30, 2024 and 2023, the operating lease expense recognized was $64,226 and $57,755, respectively.

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 its business, financial position, cash flows or results of operations taken as a whole. As of September 30, 2024, the Company is not a party to any material legal or administrative proceedings.

7. Subsequent Events

On October 4, 2024, the Company filed an Articles of Amendment to Articles of Incorporation of the Company with the Florida Division of Corporation to increase the Company's authorized shares of Series B preferred stock, par value $0.0001 per share (the "Series B Shares"), from 2,000,000 shares to 10,000,000 shares, which became effective as of October 7, 2024. Each Series B Share has a voting right equal to 100 shares of common stock of the Company, and Series B Share is not convertible into common stock, is not entitled to any dividend, and does not have redemption rights. The foregoing amendment was approved by the Board, in accordance with the Company's Articles of Incorporation, as amended, and the Florida Business Corporation Act.

On October 9, 2024, the Company entered into a securities subscription agreement (the "Securities Subscription Agreement") with Huihe Zheng, the Company's Chief Executive Officer, President, and Chairman of the Board. Pursuant to the Securities Subscription Agreement, the Company issued 6,000,000 Series B Shares to Mr. Zheng at a purchase price of $0.10 per share, in exchange for the cancellation by Mr. Zheng of a portion of the currently outstanding principal amount of the debt owed by the Company to Mr. Zheng, in the amount of US$600,000, which was loaned by Mr. Zheng to the Company providing for its working capital and general corporate expenses.

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. Certain capitalized terms used but not defined in the below discussion and elsewhere in this report have the meanings ascribed to them in the footnotes to the accompanying financial statements included as part of this report.

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 shareholder 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 Series C Preferred Stock, with each share of Series C Preferred Stock initially being convertible into 11 shares of our common stock, subject to certain adjustments and limitations. The 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 and assumed the business operations of QDM BVI and its subsidiaries. YeeTah is primarily engaged in marketing and sales of 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 an MPF Intermediary, YeeTah is also licensed to provide its customers with assistance on account opening and related services under the MPF and the ORSO in Hong Kong, both of which are retirement protection schemes set up for employees.

Recent Developments

On October 4, 2024, we filed an Articles of Amendment to Articles of Incorporation of the Company with the Florida Division of Corporation to increase our authorized shares of Series B preferred stock, par value $0.0001 per share (the "Series B Shares"), from 2,000,000 shares to 10,000,000 shares, which became effective as of October 7, 2024. The foregoing amendment was approved by the Board, in accordance with our Articles of Incorporation and the Florida Business Corporation Act.

On October 9, 2024, we entered into a securities subscription agreement (the "Securities Subscription Agreement") with Huihe Zheng, our Chief Executive Officer, President, and Chairman of the Board. Pursuant to the Securities Subscription Agreement, we issued 6,000,000 Series B Shares to Mr. Zheng at a purchase price of $0.10 per share, in exchange for the cancellation by Mr. Zheng of a portion of the currently outstanding principal amount of the debt owed by us to Mr. Zheng, in the amount of US$600,000, which was loaned by Mr. Zheng to us providing for our working capital and general corporate expenses. As a result of the issuance of Series B Shares to Mr. Zheng, Mr. Zheng beneficially owns 81.0% of the aggregate voting power of us as of the date of this Report.

Results of Operations

Three Months Ended September 30, 2024 and 2023

The following table presents an overview of our results of operations for the three months ended September 30, 2024 and 2023:

		For The Three Months Ended			For The Three Months Ended
		September 30, 2024			September 30, 2023
		(Unaudited)			(Unaudited)
Revenue		$	1,020,672				1,163,726
Cost of sales			154,810				713,636
Gross profit			865,862				450,090
Operating expenses:
General & administrative expenses			273,762				123,923
Total operating expenses			273,762				123,923
Income from operations			592,100				326,167
Total other income			(16,135	)			(2,220	)
Current income tax expenses			119,529				59,775
Net income		$	488,706			$	268,612

Revenue

Revenue decreased by approximately $143,000, or 12.3%, for the three months ended September 30, 2024 as compared to the same period of 2023. The decrease was mainly due to the decrease in revenue from our top insurance company partner. In the three months ended September 30, 2024, a substantial portion of the revenue from this partner was derived from insurance renewal commissions, which are based on renewal commission rate that is lower than the first-year commission rate. During the same period, we increased our cooperation with other insurance company partners, who offered higher basic commission rates. The shift in focus on different partnership also contributed to the overall decrease in revenue from our top insurance company partner.

Cost of sales

Cost of sales decreased by approximately $559,000, or 78.3%, for the three months ended September 30, 2024 as compared to the same period of 2023. The decrease was primarily due to lower referral fees paid. On May 22, 2024, the Hong Kong Insurance Authority issued a circular, which mandated, among other things, that referral fees for introducing clients should not be excessively high and should be consistent with the work the referrers provide. In compliance with this regulatory directive, and after discussion with our referrers, we lowered our referral fee rates, which resulted in the significant decrease in cost of sales.

Gross profit

Gross profit margin increased by approximately 46.2% for the three months ended September 30, 2024 as compared to the same period of 2023, which was in line with the significant decrease in cost of sales.

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 in engaging various service providers.

General and administrative expenses increased by approximately $150,000, or 120.9%, for the three months ended September 30, 2024 as compared to the same period of 2023. The change is primarily due to hiring of more employees and increase in professional fees paid to various service providers.

Other income

Other income increased by approximately $14,000, or 626.8%, for the three months ended September 30, 2024 as compared to the same period of 2023. The income was mainly attributable to the receipt of referral fees from a trust company for the three months ended September 30, 2024, and bank interest income for the three months ended September 30, 2023. The increase in referral fee was due to a one-off referral fee from a trust company in July 2024.

Current income tax expenses

Current income tax expenses increased by approximately $60,000, or 100.0%, for the three months ended September 30, 2024 as compared to the same period of 2023. The change is primarily due to increase in profits in the three months ended September 30, 2024.

Net income

As a result of the factors described above, net income for the three months ended September 30, 2024 increased by approximately $220,000, or 81.9%, as compared to the same period of 2023.

Six Months Ended September 30, 2024 and 2023

The following table presents an overview of our results of operations for the six months ended September 30, 2024 and 2023:

		For The Six Months Ended			For The Six Months Ended
		September 30, 2024			September 30, 2023
		(Unaudited)			(Unaudited)
Revenue		$	1,998,937				4,437,013
Cost of sales			347,442				2,759,717
Gross profit			1,651,495				1,677,296
Operating expenses:
General & administrative expenses			522,541				278,567
Total operating expenses			522,541				278,567
Income from operations			1,128,954				1,398,729
Total other income			(24,942	)			(32,520	)
Current income tax expenses			205,810				219,995
Net income		$	948,086				1,211,254

Revenue

Revenue decreased by approximately $2.4 million, or 54.9%, for the six months ended September 30, 2024 as compared to the same period of 2023. The decrease was mainly due to the decrease in revenue from our top insurance company partner. In the six months ended September 30, 2024, a substantial portion of the revenue from this partner was derived from insurance renewal commissions, which are based on the renewal commission rate that is lower than the first-year commission rate. During the same period, we increased our cooperation with other insurance company partners, who offered higher basic commission rates. The shift in focus on different partnership also contributed to the overall decrease in revenue from our top insurance company partner. Moreover, following the lift by Hong Kong government of the COVID-19 travel restrictions and quarantine requirements in January 2023, we experienced a rebound in business as cross-border travel resumes with mainland China after three years of restrictions. As a result, our revenue for the three months ended June 30, 2023 was significantly higher than the other periods. Our revenue subsequently stabilized and maintained at a level of approximately $1.1 million to $0.9 million per quarter for subsequent quarters.

Cost of sales

Cost of sales decreased by approximately $2.4 million, or 87.4%, for the six months ended September 30, 2024 as compared to the same period of 2023. The decrease was primarily due to lower referral fees paid as a result of adjustment of our referral fee rates according to regulatory directive from Hong Kong Insurance Authority..

Gross profit

Gross profit margin for the six months ended September 30, 2024 increased by approximately 44.8% as compared to the same period of 2023, which was in line with the significant decrease in cost of sales.

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 paid to various service providers.

General and administrative expenses increased by approximately $244,000, or 87.6%, for the six months ended September 30, 2024 as compared to the same period of 2023. The increase is primarily due to hiring of more employees, and increase in professional fees paid various service providers.

Other income

Other income decreased by approximately $8,000, or 23.3%, for the six months ended September 30, 2024 as compared to the same period of 2023. The income was mainly attributable to the receipt of referral fees by introducing clients to other companies. The decrease in referral fee was due to a much lower referral commission rate for renewal premiums in 2024, while partially offset by a one-off referral fee paid by a trust company in July 2024.

Current income tax expenses

Current income tax expenses decreased by approximately $14,000, or 6.4%, for the six months ended September 30, 2024 as compared to the same period of 2023. The change is primarily due to decrease in profits in the six months ended September 30, 2024.

Net income

As a result of the factors described above, net income for the six months ended September 30, 2024 decreased by approximately $263,000, or 21.7%, as compared to the same period of 2023.

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 LGL 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 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 six months ended September 30, 2024 and 2023, and the year ended March 31, 2024.

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

		October 4, 2023			September 30, 2023
Period-end spot rate		EUR 1 = US$1.0518			EUR 1 = US$1.0584
Average rate for the year		EUR 1 = US$1.0877			EUR 1 = US$1.0886

Liquidity and Capital Resources

Our working capital requirements mainly comprise of commissions paid to technical representatives and referral fees, operating lease payments and employee salaries. We have financed our operations primarily through cash generated by operating activities, equity financings and advances from our principal shareholder. 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 shareholder.

YeeTah is a licensed insurance broker company in Hong Kong and subject to certain Hong Kong insurance broker requirements regarding its share capital and net assets. According to the requirements, a licensed insurance broker company must at all times maintain a paid-up share capital of not less than USD64,103 (HK$500,000) and net assets of not less than USD64,103 (HK$500,000), subject to the phase-in transitional arrangement applicable to specified insurance broker companies, including YeeTah, pursuant to which, YeeTah is required to maintain the amount of paid-up share capital and net assets of (i) not less than USD12,821 (HK$100,000) for the period from September 23, 2019 to December 31, 2021 and (ii) not less than USD38,462 (HK$300,000) for the period from January 1, 2022 to December 31, 2023. YeeTah was in compliance with the applicable minimum paid-up share capital and net assets requirements as of September 30, 2024. 

There have been no cash and any asset transactions between us and our subsidiaries since the Share Exchange. As of September 30, 2024 and March 31, 2024, we had $6,298,869 and $5,158,223, respectively, in cash and cash equivalents, which primarily consisted of cash deposited in banks.

		Six Months Ended September 30, 2024			Six Months Ended September 30, 2023
Net cash provided by operating activities		$	1,049,090			$	2,718,930
Net cash used in investing activities			-				(92,693	)
Net cash provided by financing activities			91,556				129,869
Effect of Exchange rate changes on cash			-				(207	)
Net increase in cash, cash equivalents			1,140,646				2,755,899
Cash and cash equivalents at beginning of period			5,158,223				2,717,745
Cash and cash equivalents at end of period		$	6,298,869			$	5,473,644

Operating Activities:

Net cash generated from operating activities was approximately $1.0 million for the six months ended September 30, 2024, compared to net cash generated from operating activities of approximately $2.7 million for the same period in 2023, representing a decrease of approximately $1.7 million in the net cash inflow in operating activities. The decrease in net cash inflow in operating activities was primarily due to the decrease of net income of approximately $263,000 in the six months ended September 30, 2024 as compared to the same period of 2023 and the following major working capital changes:

	(1)	Change in accounts receivable resulted in an approximately $44,000 cash outflow for the six months ended September 30, 2024 compared to an approximately $159,000 cash inflow for the same period of 2023, which led to an approximately $203,000 increase in net cash outflow in operating activities.
	(2)	Change in accounts payable and accrued liabilities resulted in an approximately $58,000 cash inflow for the six months ended September 30, 2024 compared to an approximately $1.2 million cash inflow for the same period of 2023, which led to an approximately $1.1 million decrease in net cash inflow from operating activities.
	(3)	Change in short-term and long-term prepaid expenses resulted in an approximately $128,000 cash outflow for the six months ended September 30, 2024 compared to an approximately $59,000 cash outflow for the same period of 2023, which led to an approximately $69,000 increase in net cash outflow from operating activities. During this quarter, the Company prepaid HKD 1,000,000 (US $128,205) to a new contracted referrer for future referral fees payable to the referrer. As of September 30, 2024, the outstanding prepaid balance was HKD 929,521 (US $119,169), and the management of the Company expected the prepaid amount would be fully credited against the referral fees payable to the referrer by the end of March 31, 2025.
	(4)	Change in income tax payable resulted in an approximately $206,000 cash inflow for the six months ended September 30, 2024 compared to an approximately $220,000 cash inflow for the same period of 2023, which led to an approximately $14,000 decrease in net cash inflow from operating activities.

Investing Activities:

Net cash used in investing activities was nil for the six months ended September 30, 2024 compared to net cash used in investing activities of approximately $93,000 for the same period of 2023. Net cash used in investing activities for the six months ended September 30, 2023 was solely attributable to acquisitions of fixed assets.

Financing Activities:

For the six months ended September 30, 2024, net cash provided by financing activities was approximately $92,000, which was derived from the proceeds borrowed from related parties of approximately $129,000, partially offset by payment for offering cost of approximately $38,000.

For the six months ended September 30, 2023, net cash provided by financing activities was approximately $130,000, which was fully derived from the proceeds borrowed from related parties.

Material Commitments

We have no material commitments for the next twelve months.

We had two office lease agreements and our lease commitments as of September 30, 2024 are summarized as follows:

Operating lease

		2022 Office Lease			2023 Office Lease			Total
Year ending September 30, 2024
2025		$	10,543			$	81,348			$	91,891
2026			-				50,813				50,813
Total future minimum lease payments		$	10,543			$	132,161			$	142,704
Less: imputed interest			(142	)			(11,266	)			(11,408	)
Total operating lease liability		$	10,401			$	120,895			$	131,296
Less: operating lease liability - current			10,401				71,765				82,166
Total operating lease liability - non-current		$	-			$	49,130			$	49,130

Critical Accounting 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 September 30, 2024, 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 September 30, 2024 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 have hired a qualified Chief Financial Officer who has extensive experience and expertise in US GAAP and SEC reporting requirements. We will continue to devote resources to remediate the aforementioned 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 September 30, 2024 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.

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, as of the date of this Report, there have been no material changes with respect to those risk factors previously disclosed in our Annual Report on Form 10-K filed with the SEC on July 1, 2024. Any of the previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

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.

Trading Arrangements

During the quarterly period ended September 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any "Rule 10b5-1 trading arrangement" or any "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.

Item 6. Exhibits.

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

Number		Description
3.1		Articles of Amendment to Articles of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on October 10, 2024)
10.1		Securities Subscription Agreement, dated October 9, 2024, by and between the Company and Huihe Zheng (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 10, 2024)
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: November 14, 2024	By:	/s/ Huihe Zheng
	Name:	Huihe Zheng
	Title:	President and Chief Executive Officer
		(Principal Executive Officer)

Date: November 14, 2024	By:	/s/ Wei Li
	Name:	Wei Li
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

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