Notes
to Condensed Financial Statements
September
30, 2020 and 2019
(Unaudited)
Note
1. Organization and liquidity
QDM
International Inc. (“we,” the “Company” or similar terminology) was incorporated in Florida
in March 2020 and is the successor to 24/7 Kid Doc, Inc. (“24/7 Kid Doc”) which was incorporated under the laws of
the State of Florida on November 24, 1998 under the name Jarrett Favre Driving Adventure Inc. 24/7 Kid Doc operated a racing school
which provided entertainment based oval driving classes, rides and events. On November 21, 2002, 24/7 Kid Doc changed its name
to Dale Jarrett Racing Adventure, Inc. On November 18, 2015, 24/7 Kid Doc sold the assets and liabilities of the racing school
to Tim Shannon and changed its name to 24/7 Kid Doc, Inc. to more accurately reflect its proposed operations. Before the change
of control discussed below, 24/7 Kid Doc was a telemedicine company that provided Connect-a-Doc telemedicine kits to schools and
its services aimed to provide an effective and affordable alternative to schools that desire to provide a higher level of healthcare
to their students but are unable to keep a full-time school nurse available.
On
March 3, 2020, a stock purchase agreement (the “Agreement”) was entered into by and between Huihe Zheng and Tim Shannon,
our then controlling stockholder as well as Chief Executive Officer, Chief Financial Officer, President and director. Pursuant
to the Agreement, Mr. Shannon sold to Mr. Zheng (i) 710,000 (71,000,000 shares before the Reverse Stock Split as defined below)
shares of common stock of 24/7 Kid Doc, representing 42.6% of the total issued and outstanding shares of common stock of 24/7
Kid Doc as of March 9, 2020 and (ii) 13,500 (1,350,000 shares before the Reverse Stock Split as defined below) Series B Preferred
Shares, each entitling the holder to 100 votes on all corporate matters submitted for stockholder approval, in consideration of
$500,000 in cash from Mr. Zheng’s personal funds. The shares of common stock and Series B Preferred Shares acquired by Mr.
Zheng, in the aggregate, represented 68.3% of the outstanding voting securities of 24/7 Kid Doc as of March 9, 2020, and the acquisition
of such shares resulted in a change in control of 24/7 Kid Doc.
On
March 11, 2020, the Company was incorporated in Florida as a wholly owned subsidiary of 24/7 Kid Doc and QDM Merger Sub, Inc.
(“Merger Sub”), a Florida corporation and a wholly owned subsidiary of the Company, for the purposes of effectuating
a name change by implementing a reorganization of the corporate structure of 24/7 Kid Doc through a merger (the “Merger”).
On March 13, 2020, an Agreement and Plan of Merger (the “Merger Agreement”) was entered into by and among 24/7 Kid
Doc, the Company, and Merger Sub. On April 8, 2020, the Articles of Merger were filed with the State of Florida to effect the
Merger as stipulated by the Merger Agreement.
Pursuant
to the Merger Agreement, Merger Sub merged with and into 24/7 Kid Doc, with 24/7 Kid Doc being the surviving entity. As a result,
the separate corporate existence of Merger Sub ceased and 24/7 Kid Doc became a direct, wholly-owned subsidiary of the Company.
Pursuant to the Merger Agreement and as a result of the Merger, all issued and outstanding shares of common stock and Series B
Preferred Shares of 24/7 Kid Doc were converted into shares of the Company’s common stock and Series B Preferred Shares,
respectively, on a one-for-one basis, with the Company securities having the same designations, rights, powers and preferences
and the qualifications, limitations and restrictions as the corresponding share of the securities of 24/7 Kid Doc being converted.
As a result, upon consummation of the Merger, all of the stockholders of 24/7 Kid Doc immediately prior to the Merger became stockholders
of the Company.
Upon
consummation of the Merger, the Company became the successor issuer to 24/7 Kid Doc pursuant to 12g-3(a) and as a result shares
of the Company’s common stock were deemed to be registered under Section 12(g) of the Exchange Act.
After
the change in control in 24/7 Kid Doc and the Merger, the Company plans to conduct insurance brokerage business in Hong Kong.
The Company plans to implement this business plan through formation or acquisition of an existing insurance brokerage business.
To implement its business plan, during the three months ended September 30, 2020, the Company engaged professionals (legal counsel
and accountants) to evaluate the optimal corporate structure for its new business and conduct due diligence on a potential target.
The Company expects to complete the formation or acquisition of the insurance brokerage business in the second half of 2020 but
its ability to execute on its business plan and initiatives will depend upon, among others factors, the developments of the COVID
-19 pandemic, including the duration and spread of the COVID 19 and lockdown restrictions imposed by the respective various governments
and oversight bodies in China.
Going
Concern
Our
accompanying financial statements contemplate the realization of assets and liquidation of liabilities in the normal course of
business. We have suffered recurring losses from operations and have stockholder and working capital deficits at September 30,
2020. We recognize we will need to raise additional funds either through debt or equity financing to sustain our operations. We
plan to continue to closely monitor our general and administrative expenses in 2020 and make adjustments when possible. Absent
our ability to be successful in such endeavors, we may seek to raise capital from existing shareholders. While we believe we will
obtain adequate cash to meet our commitments in 2020, there can be no assurance that our beliefs will come to fruition in which
case we would most likely have continuing as a going concern. The accompanying financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that
might be necessary should we be unable to continue as a going concern.
Note
2. Summary of significant accounting policies
Basis
of Presentation
The
Company’s unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles
in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements reflect all
adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement
of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full
year ending December 31, 2020. These unaudited condensed financial statements should be read in conjunction with the financial
statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
Cash
and Cash Equivalents
For
purposes of the statements of cash flows, we consider all highly liquid instruments purchased with a maturity of three months
or less to be cash equivalents.
Property
and Equipment
Property
and equipment are recorded at cost and are depreciated using the straight-line method over the estimated useful lives of the respective
assets, ranging from 3 to 10 years. Major additions are capitalized, while minor additions and maintenance and repairs, which
do not extend the useful life of an asset, are expensed as incurred.
Long
Lived Assets
We
review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from
the use of the asset and its eventual disposition is less than its carrying amount. As at September 30, 2020, we did not have
any long lived assets.
Revenue
Recognition
On
January 1, 2019, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts
with Customers, which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts
with customers that supersedes most current revenue recognition guidance. The updated guidance, and subsequent clarifications,
collectively referred to as ASC 606, require an entity to recognize revenue when it transfers control of promised goods or services
to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods
or services. Previously we recorded revenue based on ASC Topic 605. Adoption of new accounting standard did not have any material
impact on our reported revenue.
Revenue
is recognized when the following criteria are met:
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●
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Identification
of the contract, or contracts, with customer;
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●
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Identification
of the performance obligations in the contract;
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●
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Determination
of the transaction price;
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●
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Allocation
of the transaction price to the performance obligations in the contract; and
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●
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Recognition
of revenue when, or as, we satisfy performance obligation.
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The
Company did not generate any revenue during the three and nine months ended September 30, 2020 and 2019.
Use
of Estimates
The
preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United
States of America requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements. The reported amounts of revenues
and expenses may be affected by the estimates that management is required to make. Actual results could differ from those estimates.
Advertising
Costs
Advertising
costs are charged to operations when the advertising first takes place. We did not have any advertising costs charged to operations
for the three and nine months ended September 30, 2020 and 2019.
Fair
Value of Financial Instruments
At
September 30, 2020, our short-term financial instruments consist primarily of cash, accounts payable, accrued liabilities and
advances from a shareholder. The carrying amounts of these financial instruments approximate fair value because of their short-term
maturities.
We
do not hold or issue financial instruments for trading purposes nor do we hold or issue interest rate or leveraged derivative
financial instruments.
Income
Taxes
We
compute income taxes in accordance with FASB ASC Topic 740, Income Taxes. Under ASC-740, deferred tax assets and liabilities are
computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted
marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses
or benefits are based on the changes in the asset or liability each period. Also, the effect on deferred taxes of a change in
tax rates is recognized in income in the period that included the enactment date. If available evidence suggests that it is more
likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to
reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance
are included in the provision for deferred income taxes in the period of change.
We
follow guidance in FASB ASC Topic 740-10, Accounting for Uncertainty in Income Taxes, which prescribes a recognition threshold
and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken
in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination
by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely
of being realized upon ultimate settlement.
We
do not believe we have taken any uncertain tax positions on any of our open income tax returns filed through the three and nine
months ended September 30, 2020. Our methods of tax accounting are based on established income tax principles in the Internal
Revenue Code and are properly calculated and reflected within our income tax returns. Due to the carryforwards of net operating
losses, all of our federal and state income tax returns remain subject to audit.
Stock-Based
Compensation
We
recognize stock-based compensation in accordance with FASB ASC 718, Stock Compensation. ASC 718 requires that the cost resulting
from all share-based transactions be recorded in the financial statements. It establishes fair value as the measurement objective
in accounting for share-based payment arrangements and requires all entities to apply a fair-value-based measurement in accounting
for share-based payment transactions with employees. The Statement also establishes fair value as the measurement objective for
transactions in which an entity acquires goods or services from non-employees in share-based payment transactions.
Basic
Loss Per Share
We
calculate basic loss per share in accordance with ASC Topic 260, Earnings per Share. Basic loss per share is calculated by dividing
net loss by the weighted average number of shares of common stock outstanding for the period. Diluted loss per share is calculated
by dividing net loss by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding.
During periods in which we incur losses, common stock equivalents, if any, are not considered, as their effect would be anti-dilutive.
Recent
Accounting Pronouncements
We
do not believe any recently issued accounting standards will have a material impact on our financial statements.
Note
3. Property and Equipment
Property
and equipment consist of the following at September 30, 2020 and December 31, 2019:
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September
30,
2020
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December 31,
2019
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Office equipment
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$
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—
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$
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1,664
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Less accumulated depreciation
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—
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(1,049
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)
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$
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—
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$
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615
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Depreciation
charged to operations was nil and $72 for the three and nine months ended September 30, 2020 and $72 and $215 for the three and
nine months ended September 30, 2019, respectively.
On
April 1, 2020, the Company wrote off all office equipment as a result of the change in control. These fixed assets were still
in use by the former major shareholders after change in control and were not transferred to the Company. The total book value
of $543 of the office equipment therefore was wrote off and recorded as a loss for the nine months ended September 30, 2020.
Note
4. Notes Payable
Notes
payable at December 31, 2019 represented promissory notes issued during 2018 with aggregate principal amounts of $241,067. These
notes bore a simple interest at 12.0% and were due and payable for varying terms ranging from one to two years after their issuance.
The notes were convertible to shares of common stock of the Company at a conversion price per share of $0.8 per share ($0.008
per share before the Reverse Stock Split as defined below), subject to adjustments for stock splits and combinations.
During
the three months ended March 31, 2020, these promissory notes were converted to shares of common stock. The balance of $271,642
in notes payable with interest accrued was converted into shares of common stock (refer to Note 5 below).
Note
5. Equity
Reverse
Stock Split
In
May 2020, the Company effected a reverse stock split whereby each 100 issued and outstanding shares of common stock were consolidated
into one share of common stock and each 100 issued and outstanding shares of preferred stock were consolidated into one share
of preferred stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, additional 391 shares were
issued due to round-up effects.
Common
Stock
In
January 2020, the Company converted its outstanding convertible notes into shares of common stock. The $271,642 in notes payable
with interest accrued was converted into 339,553 (33,955,250 before the Reverse Stock Split) shares of common stock at a price
of $0.8 per share ($0.008 per share before the Reverse Stock Split).
In
February 2020, the Company issued 710,000 (71,000,000 before the Reverse Stock Split) shares of common stock at the equivalent
price of $0.1 per share ($0.001 per share before the Reverse Stock Split) to its former Chief Executive Officer and President,
Tim Shannon, to settle $33,000 accrued compensation expenses at December 31, 2019 and $38,080 total compensation expenses and
other expenses paid by Tim Shannon in fiscal 2020.
There
were no treasury stock transactions during the nine months ended September 30, 2020. During the nine months ended September 30,
2019, the Company redeemed 6,223 (622,300 before the Reverse Stock Split) shares of common stock at a cost of $19,622.
Preferred
Shares
In
February 2020, 10,000 (1,000,000 before the Reverse Stock Split) shares of Series A preferred shares were converted into 100,000
(10,000,000 before the Reverse Stock Split) shares of common stock.
Additional
Paid-in-capital
During
the nine months ended September 30, 2020, the Company received capital contribution of $33,009 from its shareholder for working
capital uses. The capital contribution was recorded in additional paid-in-capital.
During
the three months ended March 31, 2020, Tim Shannon forgave the $19,443 shareholder advance balance that the Company owed to him.
Since this was a forgiveness of related party loan, the gain from the forgiveness of the loan was treated as a capital transaction
and the amount was recorded in additional paid-in-capital.
No
compensation cost was recognized during the nine months ended September 30, 2020 or 2019 as a result of stock options. We had
no exercisable options outstanding at September 30, 2020.
Note
6. Related Party Transaction
During
the fourth quarter of 2018 and first quarter of 2019, certain shareholders and affiliates of shareholders provided funds in the
aggregate principal amount of $241,067 to the Company in exchange for promissory notes bearing a simple interest at 12% per annum
and varying maturity dates ranging from one to two years from the date of issuance. These notes were convertible to shares of
common stock at $0.8 per share ($0.008 per share before the Reverse Stock Split).
In
February 2020, the Company issued 710,000 (71,000,000 before the Reverse Stock Split) shares of common stock at the equivalent
price of $0.1 per share ($0.001 per share before the Reverse Stock Split) to its former Chief Executive Officer and President,
Tim Shannon, to settle $33,000 accrued compensation expenses at December 31, 2019 and $38,080 total compensation expenses and
other expenses paid by Tim Shannon on behalf of the Company during 2020.
During
the three months ended March 31, 2020, Tim Shannon forgave the $19,443 shareholder advance balance that the Company owed to him
and the amount forgiven was recorded in additional paid-in capital.
During
the three and nine months ended September 30, 2020, the Company received $14,747 and $33,009 capital contributions, respectively,
from Tim Shannon for working capital uses.
During
the three and nine months ended September 30, 2020, the Company received advances of $28,376 and $95,600, respectively, from its
current major shareholder, Huihe Zheng, to support its operations. The total shareholder advance balance in the amount of $95,600
as of September 30, 2020 is a non-interest bearing loan and due on demand.
Note
7. Subsequent Events
In accordance with ASC 855-10, the Company
has analyzed its operations subsequent to September 30, 2020 has determined, other than the event disclose below, that it does
not have any other material subsequent events to disclose in these financial statements:
On October 21, 2020, the Company entered
into a share exchange agreement (the “Share Exchange Agreement”) with QDM Holdings Limited, a BVI company (“QDM
BVI”), and Huihe Zheng, the sole shareholder of QDM BVI (the “QDM BVI Shareholder”), who is also the principal
stockholder, Chairman and Chief Executive Officer of the Company, to acquire all the issued and outstanding capital stock of QDM
BVI in exchange for the issuance to the QDM BVI Shareholder 900,000 shares of a newly designated Series C Convertible Preferred
Stock, par value $0.0001 per share (the “Series C Preferred Shares”), with each Series C Preferred Share initially
being convertible into 11 shares of our common stock, par value $0.0001 per share (the “Common Stock”), subject to
certain adjustments and limitations (the “Share Exchange”). The Share Exchange closed on October 21, 2020.
As a result of the consummation of the Share
Exchange, the Company acquired QDM BVI and its indirect subsidiary, YeeTah Insurance Consultant Limited, a Hong Kong corporation,
an insurance brokerage company primarily engaged in the sales and distribution of insurance products in Hong Kong.
The Company filed a Current Report on Form
8-K with the SEC on October 27, 2020, announcing the consummation of the Share Exchange (the “Super 8-K”). The Super
8-K contains descriptions of the business and results of operations of QDM BVI and its subsidiaries, including the audited financial
statements of QDM BVI as of March 31, 2020 and 2019 and for the years then ended and the unaudited financial statements for the
three months as of June 30, 2020 and 2019 and for the quarters then ended. The Super 8-K also includes pro forma financial statements
giving effect to the Share Exchange. The financial statements for QDM BVI and its subsidiaries for the three and six months ended
September 30, 2020 and 2019 are expected to be filed by an amendment to the Super 8-K.
On November 11, 2020, the Company’s board
approved to issue an aggregate of 20,000 shares of common stock to its directors and officers as equity compensation for services
they provide in 2020.