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.

 

i

 

 

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.

 

1

 

 

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 true FY 000000 0001094032 0001094032 2022-04-01 2023-03-31 0001094032 2022-09-30 0001094032 2023-06-29 iso4217:USD 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    
Entity Emerging Growth Company false    
Entity Shell Company false    
ICFR Auditor Attestation Flag false    
Document Annual Report true    
Document Transition Report false    
Entity File Number 000-27251    
Entity Incorporation, State or Country Code FL    
Entity Tax Identification Number 59-3564984    
Entity Address, Address Line One Room 1030B    
Entity Address, Address Line Two 10/F, Ocean Centre    
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    
Entity Address, Postal Zip Code 000000    
QDM (QB) (USOTC:QDMI)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more QDM (QB) Charts.
QDM (QB) (USOTC:QDMI)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more QDM (QB) Charts.