Form 10-K/A - Annual report [Section 13 and 15(d), not S-K Item 405]: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No.2)

☒ 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

On June 29, 2023, QDM International Inc. (the “Company”) filed its Annual Report on Form 10-K (the “Original Form 10-K”) for the year ended March 31, 2023, with the Securities and Exchange Commission on June 29, 2023. On June 30, 2023, the Company filed the Amendment No. 1 to the Original Form 10-K, with the sole purpose 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. This Amendment No. 2 (the “Amendment”) amends the Original Form 10-K solely to correct and replace the disclosure in connection with the beneficial ownership of shares and voting power held by certain shareholders, directors, and officers included in (i) Item 1A. Risk Factors and (ii) Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. No revisions are being made to any other disclosure contained in the Original Form 10-K, except as set forth herein. This Amendment speaks as of the original filing date and does not reflect events occurring after the filing of the Original Form 10-K. As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial and accounting officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. As no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. The Company is not filing certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.

TABLE OF CONTENTS

PART I

Item 1A.	Risk Factors	1

PART III

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2

PART IV

Item 15.	Exhibits, Financial Statement Schedules	3

Item 1A. Risk Factors

Summary of Risk Factors

Risks Related to Our Common Stock

●

Our controlling stockholder may exercise significant influence over us and may be subject to conflicts of interest.

●

The Series B Preferred Stock, which are controlled by Mr. Huihe Zheng, our Chairman of the Board, Chief Executive Officer, have super voting rights that may adversely affect our holders of common stock; in addition, Mr. Zheng, as our controlling stockholder, may exercise significant influence over us and may be subject to conflicts of interest.

Risks Related to Our Common Stock

Our controlling stockholder may exercise significant influence over us and may be subject to conflicts of interest.

Our Chairman of the Board, Chief Executive Officer and President, Huihe Zheng, owns approximately 61.0% of our outstanding voting power. Mr. Zheng thus has the power, on his own, to determine the outcome of any corporate transaction or other matters submitted to our stockholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, election of directors, approval of equity incentive plans, and other significant corporate actions. Mr. Zheng also has the power to prevent or cause a change in control. In addition, without the consent of Mr. Zheng, we could be prevented from entering into transactions that could be beneficial to us. The interests of Mr. Zheng may differ from the interests of our other stockholders, which cause him to be faced with conflicts of interests that may not be resolved in favor of or to the satisfaction of our minority stockholders.

The Series B Preferred Stock, which are controlled by our Chairman of the Board, Chief Executive Officer, have super voting rights that may adversely affect our holders of common stock.

Except as required by law, holders of Series B Preferred Stock (which is currently controlled by Huihe Zheng, our Chairman of the Board, Chief Executive Officer) are entitled to super voting rights. Each share of Series B Preferred Stock is entitled to 100 votes. Holders of Series B Preferred Stock will vote together on all matters upon which common stock holders are entitled to vote. The voting rights of holders of our common stock will be diluted as a result of these super voting rights.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information known to us with respect to the beneficial ownership of common stock by (i) each person, entity or group (as that term is used in Section 13(d)(3) of the Exchange Act) known to us to be the beneficial owner of more than 5% of the outstanding shares of common stock, (ii) each of our directors and executive officers, and (iii) all of our directors and executive officers as a group. The percentage of class is based on 29,156,393 shares of common stock, 13,500 shares of Series B Preferred Stock, and 531,886 shares of Series C Preferred Stock issued and outstanding as of the date of this Report.

Name of Beneficial Owner 5% Stockholders	Number of Shares of Common Stock Owned		Percentage of Shares of Common Stock Owned			Number of Shares of Series B Preferred Stock Owned		Percentage of Shares of Series B Preferred Stock Owned			Number of Shares of Series C Preferred Stock Owned		Percentage of Shares of Series C Preferred Stock Owned			Percentage of Aggregate Voting Power ⁽¹⁾⁽²⁾
HW FUND⁽³⁾		12,000,000		41.2	%		—		—			—		—			39.1	%
Willington Capital Limited⁽⁴⁾		5,000,000		17.2	%		—		—			—		—			16.3	%
Ruiyin Capital Limited⁽⁵⁾		4,800,000		16.5	%		—		—			—		—			15.6	%
Bakelai Capital Limited⁽⁶⁾		5,000,000		17.2	%		—		—			—		—			16.3	%
Directors and Officers
Huihe Zheng⁽³⁾		12,158,810		41.7	%		13,500		100	%		531,886		100	%		44.6	%⁽¹⁾⁽²⁾
Tim Shannon⁽⁷⁾		8,196			*		—		—			—		—				*
Huili Shen⁽⁴⁾		5,000,167		17.1	%		—		—			—		—			16.3	%
Timothy Miles⁽⁸⁾		8,167			*		—		—			—		—				*
All officers and directors as a group (four persons)		17,175,340		58.9	%		13,500		100	%		531,886		100	%		61.0	%

Less than one percent.

(1)

Each share of Series B Preferred Stock entitles the holder to 100 votes on all corporate matters submitted for stockholder approval.

(2)

Each share of Series C Preferred Stock entitles the holder to approximately 0.3667 votes on all corporate matters submitted for stockholder approval.

(3)

12,000,000 shares of common stock directly held by HW FUND, of which Huihe Zheng, our Chief Executive Officer and President, is the controlling shareholder and holds the voting and dispositive power over the shares of common stock held by such entity. The address for this stockholder is Vistra (Cayman) Limited, P.O. Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands.

(4)

5,000,000 shares of common stock directly held by Willington Capital Limited, of which Huili Shen, our director, is the sole shareholder and director and holds the voting and dispositive power over the shares of common stock held by such entity. The address for this stockholder is Rm 4F, 15/F, Sunwise Industrial Building, 16-26 Wang Wo Tsai Street, Tsuen Wan, Hong Kong.

(5)

Erkai Wang is the sole shareholder and director of Ruiyin Capital Limited. The address for this stockholder is Rm 4G, 15/F, Sunwise Industrial Building, 16-26 Wang Wo Tsai Street, Tsuen Wan, Hong Kong.

(6)

Shimei Zhou is the sole shareholder and director of Bakelai Capital Limited. The address for this stockholder is Rm 4, 15/F, Sunwise Industrial Building, 16-26 Wang Wo Tsai Street, Tsuen Wan, Hong Kong.

(7)

The address for this stockholder is 2035 Highway A1A, #306 Indian Harbour Beach, FL 32937.

(8)

The address for this stockholder is PO Box 30, Dundee, MI 48131.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(3) Exhibits

Exhibit No.		Description
31.1**		Certification by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2**		Certification by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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).

Furnished herewith.

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: December 15, 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	December 15, 2023
Huihe Zheng	(principal executive officer), and President

/s/ Tim Shannon	Chief Financial Officer	December 15, 2023
Tim Shannon	(principal accounting and financial officer) and Director

/s/ Timothy Miles	Director	December 15, 2023
Timothy Miles

/s/ Huili Shen	Secretary and Director	December 15, 2023
Huili Shen

Exhibit 31.1

CERTIFICATION

Pursuant to 18 U.S.C. Section 1350,

As adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Huihe Zheng, certify that:

I have reviewed this Annual Report on Form 10-K/A2 of QDM International Inc. (the “registrant”); and

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.

Date: December 15, 2023

/s/ Huihe Zheng

Name:

Huihe Zheng

Title:

Chief Executive Officer

(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION

Pursuant to 18 U.S.C. Section 1350,

As adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Tim Shannon, certify that:

I have reviewed this Annual Report on Form 10-K/A2 of QDM International Inc. (the “registrant”); and

Date: December 15, 2023

/s/ Tim Shannon

Name:

Tim Shannon

Title:

Chief Financial Officer

(Principal Financial and Accounting Officer))

Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	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	On June 29, 2023, QDM International Inc. (the “Company”) filed its Annual Report on Form 10-K (the “Original Form 10-K”) for the year ended March 31, 2023, with the Securities and Exchange Commission on June 29, 2023. On June 30, 2023, the Company filed the Amendment No. 1 to the Original Form 10-K, with the sole purpose 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. This Amendment No. 2 (the “Amendment”) amends the Original Form 10-K solely to correct and replace the disclosure in connection with the beneficial ownership of shares and voting power held by certain shareholders, directors, and officers included in (i) Item 1A. Risk Factors and (ii) Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. No revisions are being made to any other disclosure contained in the Original Form 10-K, except as set forth herein. This Amendment speaks as of the original filing date and does not reflect events occurring after the filing of the Original Form 10-K. As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial and accounting officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. As no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. The Company is not filing certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.
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
Entity Address, Postal Zip Code	000000
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