Form 10-K/A - Annual report [Section 13 and 15(d), not S-K Item 405]: [Amend]
June 30 2023 - 4:00PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
(Amendment
No. 1)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended March 31, 2023
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from___________ to___________
Commission
file number 000-27251
QDM
International Inc.
(Exact
name of registrant as specified in its charter)
Florida | | 59-3564984 |
(State or other jurisdiction of | | (I.R.S. Employer |
incorporation or organization) | | Identification No.) |
| | |
Room 1030B, 10/F, Ocean Centre, Harbour City, 5 Canton Road, Tsim Sha Tsui, Hong Kong | | - |
(Address of principal executive offices) | | (Zip Code) |
| | |
+ 852 34886893 |
(Registrant’s telephone number, including area code) |
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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 and posted 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 and post 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 has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The
aggregate market value of the voting and non-voting common stock held by non-affiliates computed by reference to the price at which the
common stock was last sold on the OTCQB Marketplace operated by the OTC Markets as of September 30, 2022 ($0.81) was approximately
$ 41,038.65.
As
of June 29, 2023, 29,156,393 shares of common stock, $0.0001 par value per share, of the registrant were issued and outstanding.
Auditor Name: | | Auditor Location: | | Auditor Firm ID: |
ZH CPA, LLC | | Denver, Colorado | | 6413 |
Explanatory
Note
The
sole purpose of this Amendment No. 1 to the Annual Report on Form 10-K (the “Form 10-K”) of QDM International Inc. for the
year ended March 31, 2023, filed with the Securities and Exchange Commission on June 29, 2023, is to file new Exhibits 31.1 and 31.2,
which replace the previously filed versions of those exhibits and to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405
of Regulation S-T. Exhibit 101 to the Form 10-K provides the consolidated financial statements and related notes from the Form 10-K formatted
in XBRL (eXtensible Business Reporting Language).
Exhibit
101 consists of the following eXtensible Business Reporting Language (XBRL) interactive data files that were omitted from the Form 10-K:
101.
INS |
|
XBRL
Instance Document. |
101.
SCH |
|
XBRL
Taxonomy Extension Schema Document. |
101.
CAL |
|
XBRL
Taxonomy Extension Calculation Linkbase Document. |
101.
LAB |
|
XBRL
Taxonomy Extension Label Linkbase Document. |
101.
PRE |
|
XBRL
Taxonomy Extension Presentation Linkbase Document. |
101.
DEF |
|
XBRL
Taxonomy Extension Definition Linkbase Document. |
Except
for the items described above, no other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the
original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does
not modify or update in any way disclosures made in the original Form 10-K.
PART
IV
Item
15. Exhibits and Financial Statement Schedules.
Exhibit
No. |
|
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-K12G3 filed on
May 1, 2020 |
3.2+ |
|
Articles
of Amendment to Articles of Incorporation, incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report
on Form 8-K filed on August 16, 2021 |
3.3+ |
|
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 |
3.4+ |
|
Bylaws,
incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K12G3 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 |
10.4+ |
|
Form
of Securities Purchase Agreement |
21.1++ |
|
List of Subsidiaries |
31.1** |
|
Certification by Chief Executive Officer pursuant to Sarbanes Oxley Section 302 |
31.2** |
|
Certification by Chief Financial Officer pursuant to Sarbanes Oxley Section 302 |
32.1** |
|
Certification by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 |
32.2**
|
|
Certification by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 |
101.INS
* |
|
Inline
XBRL Instance Document. |
101.SCH
* |
|
Inline
XBRL Taxonomy Extension Schema Linkbase 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. |
+ |
Previously
filed and incorporated by reference to exhibits to Company’s Form S-1 filed on December 21, 2022. |
++ |
Previously filed and incorporated by reference to Exhibit 21.1 to Company’s
annual report on Form 10-K filed on June 29, 2023. |
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) 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. |
|
|
|
Date:
June 30, 2023 |
By: |
/s/
Huihe Zheng |
|
Name: |
Huihe
Zheng |
|
Title: |
Chairman
of the Board, Chief Executive Officer, and President |
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/
Huihe Zheng |
|
Chairman
of the Board, Chief Executive Officer |
|
June
30, 2023 |
Huihe
Zheng |
|
(principal
executive officer), and President |
|
|
|
|
|
|
|
/s/
Tim Shannon |
|
Chief
Financial Officer |
|
June
30, 2023 |
Tim
Shannon |
|
(principal
accounting and financial officer) and Director |
|
|
|
|
|
|
|
/s/
Timothy Miles |
|
Director |
|
June
30, 2023 |
Timothy
Miles |
|
|
|
|
|
|
|
|
|
/s/
Huili Shen |
|
Secretary
and Director |
|
June
30, 2023 |
Huili
Shen |
|
|
|
|
2
10-K/A
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FY
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2022-04-01
2023-03-31
0001094032
2022-09-30
0001094032
2023-06-29
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xbrli:shares
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO EXCHANGE ACT RULE 13A-14(A)/15D-14(A)
AS ADOPTED
PURSUANT TO SECTION 302 OF THESARBANES-OXLEY ACT
OF 2002
I, Huihe Zheng, certify that:
| 1. | I have reviewed the annual report on Form 10-K and Form 10-K (Amendment
No.1) of QDM International Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant
and have: |
| (a) | Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which
this report is being prepared; |
| (b) | Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure
controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s
internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed,
based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the registrant’s
board of directors: |
| (a) | All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Dated: June 30, 2023 |
By: |
/s/ Huihe Zheng |
|
|
Huihe Zheng |
|
|
President and Chief Executive Officer |
|
|
(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO EXCHANGE ACT RULE 13A-14(A)/15D-14(A)
AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT
OF 2002
I, Tim Shannon, certify that:
| 1. | I have reviewed the annual report on Form 10-K and Form 10-K (Amendment
No.1) of QDM International Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant
and have: |
| (a) | Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which
this report is being prepared; |
| (b) | Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure
controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s
internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed,
based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the registrant’s
board of directors: |
| (a) | All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Dated: June 30, 2023 |
By: |
/s/ Tim Shannon |
|
|
Tim Shannon |
|
|
Chief Financial Officer |
|
|
(Principal Accounting and Financial Officer) |
Exhibit 32.1
QDM INTERNATIONAL INC.
CERTIFICATION OF THE PRINCIPAL EXECUTIVE
OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350 AS
ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
In connection with the Annual
Report of QDM International Inc. (the “Company”) on Form 10-K and Form 10-K (Amendment No.1) for the year ended March 31,
2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Huihe Zheng, Chief Executive
Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:
| 1. | The Report fully complies with the requirements of Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| 2. | The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the Company. |
Dated: June 30, 2023 |
By: |
/s/ Huihe Zheng |
|
|
Huihe Zheng |
|
|
President and Chief Executive Officer |
|
|
(Principal Executive Officer) |
Exhibit 32.2
QDM INTERNATIONAL INC.
CERTIFICATION OF THE PRINCIPAL
FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350 AS
ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
In connection with the Annual
Report of QDM International Inc. (the “Company”) on Form 10-K and Form 10-K (Amendment No.1) for the year ended March 31,
2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Tim Shannon, Chief Financial
Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:
| 1. | The Report fully complies with the requirements of Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| 2. | The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the Company. |
Dated: June 30, 2023 |
By: |
/s/ Tim Shannon |
|
|
Tim Shannon |
|
|
Chief Financial Officer |
|
|
(Principal Accounting and Financial Officer) |
v3.23.2
Document And Entity Information - USD ($)
|
12 Months Ended |
|
|
Mar. 31, 2023 |
Jun. 29, 2023 |
Sep. 30, 2022 |
Document Information Line Items |
|
|
|
Entity Registrant Name |
QDM
International Inc.
|
|
|
Document Type |
10-K/A
|
|
|
Current Fiscal Year End Date |
--03-31
|
|
|
Entity Common Stock, Shares Outstanding |
|
29,156,393
|
|
Entity Public Float |
|
|
$ 41,038.65
|
Amendment Flag |
true
|
|
|
Amendment Description |
The
sole purpose of this Amendment No. 1 to the Annual Report on Form 10-K (the “Form 10-K”) of QDM International Inc. for the
year ended March 31, 2023, filed with the Securities and Exchange Commission on June 29, 2023, is to file new Exhibits 31.1 and 31.2,
which replace the previously filed versions of those exhibits and to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405
of Regulation S-T. Exhibit 101 to the Form 10-K provides the consolidated financial statements and related notes from the Form 10-K formatted
in XBRL (eXtensible Business Reporting Language).
|
|
|
Entity Central Index Key |
0001094032
|
|
|
Entity Current Reporting Status |
Yes
|
|
|
Entity Voluntary Filers |
No
|
|
|
Entity Filer Category |
Non-accelerated Filer
|
|
|
Entity Well-known Seasoned Issuer |
No
|
|
|
Document Period End Date |
Mar. 31, 2023
|
|
|
Document Fiscal Year Focus |
2023
|
|
|
Document Fiscal Period Focus |
FY
|
|
|
Entity Small Business |
true
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Entity Emerging Growth Company |
false
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Entity Shell Company |
false
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ICFR Auditor Attestation Flag |
false
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Document Annual Report |
true
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Document Transition Report |
false
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|
|
Entity File Number |
000-27251
|
|
|
Entity Incorporation, State or Country Code |
FL
|
|
|
Entity Tax Identification Number |
59-3564984
|
|
|
Entity Address, Address Line One |
Room 1030B
|
|
|
Entity Address, Address Line Two |
10/F, Ocean Centre
|
|
|
Entity Address, Address Line Three |
5 Canton Road
|
|
|
Entity Address, City or Town |
Tsim Sha Tsui
|
|
|
Entity Address, Country |
HK
|
|
|
City Area Code |
+ 852
|
|
|
Local Phone Number |
34886893
|
|
|
Title of 12(b) Security |
None
|
|
|
Entity Interactive Data Current |
Yes
|
|
|
Document Financial Statement Error Correction [Flag] |
false
|
|
|
Auditor Name |
ZH CPA, LLC
|
|
|
Auditor Location |
Denver, Colorado
|
|
|
Auditor Firm ID |
6413
|
|
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Entity Address, Postal Zip Code |
000000
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