UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



Amendment No. 3

to

FORM
10-K



☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended March 31, 2021



☐
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 715, 7F, The Place Tower C,
    No. 150 Zunyi Road  |  |                    
|Changning
    District, Shanghai, China                  |  | 200051             
|(Address of principal executive offices)                 |  | (Zip Code)         
|                                                         |  |                    
|+86
    (21) 22183083                                   
|(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 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. ☐



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, 2020 ($1.50) was
approximately $622,892.



As
of July 9, 2021, 6,238,553 shares of common stock, $0.0001 par value per share, of the registrant were issued and outstanding.













EXPLANATORY NOTE





This Amendment No. 3 to the Annual Report on Form 10-K (this “Amendment”)
amends the Annual Report on Form 10-K of QDM International Inc. (the “Company,” “we,” and “our”)
for the year ended March 31, 2021, which was originally filed with the Securities and Exchange Commission on July 12, 2021 (the
“Original Filing”), and was amended by Amendment No. 1 to the Original Filing on October 22, 2021 (the “Amendment
No. 1”) and further by Amendment No. 2 to the Original Filing on December 17, 2021 (the “Amendment No. 2”).



The Company is filing this Amendment solely for the purpose of updating
disclosure concerning the determinations announced by the Public Company Accounting Oversight Board (the “PCAOB”) on
December 16, 2021, the Holding Foreign Companies Accountable Act and related regulations and potential impact on the Company. In
addition, pursuant to Rule 12b-15 under the Exchange Act, the Company is filing the certifications required under the Sarbanes-Oxley
Act of 2002.



Except as described above or as otherwise expressly provided by
the terms of this Amendment, no other changes have been made to the Original Filing, the Amendment No. 1 and the Amendment No.
2. Except as otherwise indicated herein, this Amendment continues to speak as of the date of the Original Filing, the Amendment
No. 1 or the Amendment No. 2, as applicable, and the Company has not updated the disclosures contained therein to reflect any events
that occurred subsequent to the date of the Original Filing.







i







TABLE OF CONTENTS



|Cautionary Note Regarding Forward-Looking Statements | iii                                                                                                         
|---------------------------------------------------- | ------------------------------------------------------------------------------------------------------------
|                                                     |                                                                                                             
|PART I                                               |                                                                                                             
|                                                     |                                                                                                             
|Item 1.                                              | Business                                                                                                    
|Item 1A.                                             | Risk Factors                                                                                                
|Item 1B.                                             | Unresolved Staff Comments                                                                                   
|Item 2.                                              | Properties                                                                                                  
|Item 3.                                              | Legal Proceedings                                                                                           
|Item 4.                                              | Mine Safety Disclosures                                                                                     
|                                                     |                                                                                                             
|PART II                                              |                                                                                                             
|                                                     |                                                                                                             
|Item 5.                                              | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|Item 6.                                              | [Reserved]                                                                                                  
|Item 7.                                              | Management’s Discussion and Analysis of Financial Condition and Results of Operations                       
|Item 7A.                                             | Quantitative and Qualitative Disclosures About Market Risk                                                  
|Item 8.                                              | Financial Statements and Supplemental Data                                                                  
|Item 9.                                              | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure                        
|Item 9A.                                             | Controls and Procedures                                                                                     
|Item 9B.                                             | Other Information                                                                                           
|Item 9C.                                             | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections                                         
|                                                     |                                                                                                             
|PART III                                             |                                                                                                             
|                                                     |                                                                                                             
|Item 10.                                             | Directors, Executive Officers and Corporate Governance                                                      
|Item 11.                                             | Executive Compensation                                                                                      
|Item 12.                                             | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters              
|Item 13.                                             | Certain Relationships and Related Transactions, and Director Independence                                   
|Item 14.                                             | Principal Accountant Fees and Services                                                                      
|                                                     |                                                                                                             
|PART IV                                              |                                                                                                             
|                                                     |                                                                                                             
|Item 15.                                             | Exhibits, Financial Statement Schedules                                                                     
|Item 16.                                             | Form 10-K Summary                                                                                           





ii







CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS



This Annual Report on Form 10-K (the “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 by public health epidemics, including the COVID-19 pandemic in China, Hong Kong and the rest of the world, on the market we operate in and our business, results of operations and financial condition;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                   
| | ● | the market for our services;                                                                                                                                                                                      
| |   |                                                                                                                                                                                                                   
| | ● | 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 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 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.





iii







By their nature, forward-looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may or may not occur in the future. 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. In addition, even if our results or operations, financial condition and liquidity, and developments
in the industry in which we operate are consistent with the forward-looking statements contained in this Report, those results
or developments may not be indicative of results or developments in subsequent periods.



Unless otherwise indicated or the context otherwise
requires, references in this Report to:



| | ● | “24/7 Kid” are to 24/7 Kid Doc, Inc., a Florida corporation and wholly-owned subsidiary of the Company;
| | - | -------------------------------------------------------------------------------------------------------



| | ● | “BVI” are to the British Virgin Islands;
| | - | ----------------------------------------



| | ● | “common stock” are to the common stock of the Company, par value $0.0001 per share;
| | - | -----------------------------------------------------------------------------------



| | ● | “HKD,” “HK$” and “Hong Kong dollars” are to the legal currency of Hong Kong;
| | - | ----------------------------------------------------------------------------



| | ● | “QDM BVI” are to QDM Holdings Limited, a BVI company and a wholly-owned subsidiary of the Company;
| | - | --------------------------------------------------------------------------------------------------



| | ● | “QDM HK” are to QDM Group Limited, a Hong Kong corporation and a wholly-owned subsidiary of the QDM BVI;
| | - | --------------------------------------------------------------------------------------------------------



| | ● | “Series C Preferred Stock” are to the Series C Convertible Preferred Stock, par value $0.0001 per share, each convertible into eleven shares of common stock initially;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | the “Group” are to QDM BVI, QDM HK and YeeTah, collectively;
| | - | ------------------------------------------------------------



| | ● | “technical representatives” are to licensed individuals who provide advice to an insurance policy holder or potential policy holder on insurance matters on behalf of an insurance agent or broker, or arrange contracts of insurance in or from Hong Kong on behalf of that insurance agent or broker;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | “US$,” “U.S. dollars,” “$,” and “USD” are to the legal currency of the United States;
| | - | -------------------------------------------------------------------------------------



| | ● | “we,” “us,” “our,” “QDM,” and the “Company” refer to QDM International Inc. a Florida corporation; and
| | - | ------------------------------------------------------------------------------------------------------



| | ● | “YeeTah” are to YeeTah Insurance Consultant Limited, a Hong Kong corporation and wholly-owned subsidiary of QDM HK.
| | - | -------------------------------------------------------------------------------------------------------------------



The Company, 24/7 Kid, and QDM BVI maintain their books and records
in U.S. dollars and in accordance with generally accepted accounting principles of the United States. QDM HK and YeeTah maintain
their books and records either in U.S. dollars or Hong Kong dollars. This Report also contains translations of Hong Kong dollars
into U.S. dollars for the convenience of the reader. The Hong Kong dollar is freely convertible into other currencies (including
the U.S. dollar). Since 1983, the Hong Kong dollar has effectively been officially linked to the U.S. dollar at the rate of approximately
HK$7.80 = US$1.00. However, the market exchange rate of the Hong Kong dollar against the U.S. dollar continues to be influenced
by the forces of supply and demand in the foreign exchange market.



Unless otherwise stated, all translations of
Hong Kong dollars into U.S. dollars were made at HK$7.8 = US$1.00, which is the prevailing exchange rate as of July 9, 2021. We
make no representation that the Hong Kong dollar or U.S. dollar amounts referred to in this Report could have been or could be
converted into U.S. dollars or Hong Kong dollars, as the case may be, at any particular rate or at all.





iv







PART I



|Item 1. | Business.
|------- | ---------



Overview



We are a holding company incorporated in Florida with no material
operations, and we conduct our insurance brokerage business through our indirectly wholly-owned subsidiary, YeeTah Insurance Consultant
Limited (“YeeTah”), primarily in Hong Kong. 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 and homeowner insurance. In addition, as an Mandatory Provident Fund (“MPF”)
Intermediary, YeeTah also provides 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 mandatory retirement protection
schemes set up for employees who are Hong Kong residents.



YeeTah sells insurance products underwritten
by insurance companies operating in Hong Kong to individual customers who are either Hong Kong residents or visitors from Mainland
China and are compensated for its services by commissions paid by insurance companies, typically based on a percentage of the premium
paid by the insured. Commissions generally depend on the type, term of insurance products and the particular insurance company
and they are usually paid by the insurance companies the next month after the cooling off period of the policies sold, which is
generally 21 days after the earlier of the delivery of the policy or a cooling off notice to the policy holder.



As of the date of this Report, YeeTah was
a party to agreements with 20 insurance companies in Hong Kong, and offers approximately 520 insurance products to our customers.
For the fiscal year ended March 31, 2021, an aggregate of 88.85% of YeeTah’s total commissions was attributable to its top
two insurance companies, each accounted for more than 10% of its total commissions. For the fiscal year ended March 31, 2020, an
aggregate of 94.34% of YeeTah’s total commissions was attributable to its top three insurance companies, each accounted for
more than 10% of our total commissions.



As of March 31, 2021, YeeTah had serviced
an aggregate of 613 customers in connection with the purchase of an aggregate of 667 insurance products as well as a total of 35
customers for MPF related services.



As an independent insurance agency, YeeTah
offers not only a broad range of insurance products underwritten by multiple insurance companies to address the needs of increasingly
sophisticated customers with diverse needs and preferences but also quality services covering the policy application, customer
information collection, analysis of policy selection, and after-sale services.



We focus on offering long-term life insurance
products including endowment life and annuity life insurance and distribute general insurance products including automobile insurance,
individual accident insurance, homeowner insurance, liability insurance and travel insurance. All of YeeTah’s sales of life
and medical insurance products and general insurance products are conducted through its licensed sales persons (known in Hong Kong
as technical representatives).



Hong Kong’s independent insurance
intermediary market is experiencing rapid growth due to increasing demands for insurance products by the Chinese population, especially
visitors from mainland China. We intend to grow our business by offering premium services and recruiting talent to join our professional
team and sales force, expanding our distribution network through building more connections with business partners in Hong Kong
and mainland China, such as wealth management companies, funds, trust companies, and overseas immigration agencies.





1







Recent Regulatory Development



We are a holding company incorporated in Florida with substantially
all of our operation conducted by the operating entity in Hong Kong. Although we conduct limited administrative activities in our
principal executive offices located in China, we currently do not have or intend to set up any subsidiary or enter into any contractual
arrangements to establish a VIE structure with any entity in mainland China. Hong Kong is a special administrative region of the
PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, namely, Hong Kong’s constitutional
document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including
that of final adjudication under the principle of “one country, two systems”. Accordingly, we believe the laws and
regulations of the PRC do not currently have any material impact on our business, financial condition or results of operations.
However, there is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong
in the future. If there is significant change to current political arrangements between mainland China and Hong Kong, companies
operated in Hong Kong may face similar regulatory risks as those operated in PRC, including its ability to offer securities to
investors, list its securities on a U.S. or other foreign exchange, conduct its business or accept foreign investment. In light
of China’s recent expansion of authority in Hong Kong, there are risks and uncertainties which we cannot foresee for the
time being, and rules and regulations in China can change quickly with little or no advance notice. The Chinese government may
intervene or influence our current and future operations in Hong Kong at any time, or may exert more control over offerings conducted
overseas and/or foreign investment in issuers likes ourselves. See “Item 1A. Risk Factors – Risks Related to Doing
Business in Hong Kong.”



We are aware that, recently, the PRC government initiated a series
of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including
cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas
using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the
efforts in anti-monopoly enforcement. For example, on July 6, 2021, the General Office of the Communist Party of China Central
Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities
market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental
authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based
companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.
Also, on July 10, 2021, the Cyberspace Administration of China (“CAC”) issued a revised draft of the Measures for Cybersecurity
Review for public comments, or the Revised Draft, which required that, among others, in addition to “operator of critical
information infrastructure”, any “data processor” controlling personal information of no less than one million
users (which to be further specified) which seeks to list in a foreign stock exchange should also be subject to cybersecurity review,
and further elaborated the factors to be considered when assessing the national security risks of the relevant activities.



Except for the Basic Law, national laws of the PRC do not apply
in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. National
laws that may be listed in Annex III are currently limited under the Basic Law to those which fall within the scope of defense
and foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong. National laws and regulations relating
to data protection, cybersecurity and the anti-monopoly have not been listed in Annex III and so do not apply directly to Hong
Kong.



We do not believe that we are currently required to obtain any permission
or approval from the China Securities Regulatory Commission, CAC or any other regulatory authority in the PRC for our operations,
the trading of our securities on the OTC Markets and the issuance of our securities to foreign investors.



Nevertheless, the laws and regulations
in the PRC are evolving, and their enactment timetable, interpretation and implementation involve significant uncertainties. To
the extent any PRC laws and regulations become applicable to us, we may be subject to the risks and uncertainties associated with
the legal system in the PRC, including with respect to the enforcement of laws and the possibility of changes of rules and regulations
with little or no advance notice.





2









The U.S. government, including the Securities
and Exchange Commission, has recently made statements and taken certain actions that may lead to significant changes to U.S. and
international relations, and will impact companies with connections to the United States or China (including Hong Kong). The Securities
and Exchange Commission has issued statements primarily focused on companies with significant China-based operations. For example,
on July 30, 2021, Gary Gensler, Chairman of the SEC, issued a Statement on Investor Protection Related to Recent Developments in
China, pursuant to which Chairman Gensler stated that he has asked the SEC staff to engage in targeted additional reviews of filings
for companies with significant China-based operations.



Implication of the Holding Foreign Companies Accountable Act



The Holding Foreign Companies Accountable
Act, or the HFCA Act, was enacted on December 18, 2020. The HFCA Act states that if the SEC determines that an issuer’s audit
reports issued by a registered public accounting firm have not been subject to inspection by the PCAOB for three consecutive years
beginning in 2021, the SEC shall prohibit such issuer’s securities from being traded on a national securities exchange or
in the over-the-counter trading market in the United States. On March 24, 2021, the SEC adopted interim final rules relating to
the implementation of certain disclosure and documentation requirements of the HFCA Act. We will be required to comply with these
rules if the SEC identifies us as having a “non-inspection” year under a process to be subsequently established by
the SEC. If we fail to meet the new rules before the deadline specified thereunder, we could face possible prohibition from trading
on the OTCQB, deregistration from the SEC and/or other risks, which may materially and adversely affect, or effectively terminate,
our securities trading in the United States. On December 2, 2021, the SEC issued amendments to finalize rules implementing the
submission and disclosure requirements in the HFCA Act. The rules apply to registrants that the SEC identifies as having filed
an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and
that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions.
Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted,
would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges
or the over-the-counter (the “OTC”) markets if its auditor is not subject to PCAOB inspections for two consecutive
years instead of three. See “Item 1A. Risk Factors – Risks Related to Doing Business in Hong Kong — Under
the Holding Foreign Companies Accountable Act, our securities may be prohibited from being traded on any U.S. securities exchange,
including the New York Stock Exchange and Nasdaq, or through any other trading method within the SEC’s regulatory jurisdiction,
including the OTC markets if our auditor is not inspected by the PCAOB for three consecutive years, and this ultimately could result
in trading in our securities being prohibited. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign
Companies Accountable Act, which, if enacted, would amend the Holding Foreign Companies Accountable Act and require the SEC to
prohibit an issuer’s securities from trading on any U.S. stock exchanges or the OTC markets if its auditor is not subject
to PCAOB inspections for two consecutive years instead of three.”



Recent PCAOB Developments



The PCAOB is currently unable to conduct
inspections on accounting firms in the PRC or Hong Kong without the approval of the relevant government authorities. The auditor
and its audit work in the PRC or Hong Kong may not be inspected fully by the PCAOB. Inspections of other auditors conducted by
the PCAOB outside China have at times identified deficiencies in those auditors’ audit procedures and quality control procedures,
which may be addressed as part of the inspection process to improve future audit quality. The lack of PCAOB inspections of audit
work undertaken in China or Hong Kong prevents the PCAOB from regularly evaluating the PRC auditor’s audits and its quality
control procedures. As a result, investor may be deprived of the benefits of such inspection.



The documentation we may be required to
submit to the SEC proving certain beneficial ownership requirements and establishing that we are not owned or controlled by a foreign
government in the event that we use a foreign public accounting firm not subject to inspection by the PCAOB or where the PCAOB
is unable to completely inspect or investigate our accounting practices or financial statements because of a position taken by
an authority in the foreign jurisdiction could be onerous and time consuming to prepare. The HFCA Act mandates the SEC to identify
issuers of SEC-registered securities whose audited financial reports are prepared by an accounting firm that the PCAOB is unable
to inspect due to restrictions imposed by an authority in the foreign jurisdiction where the audits are performed. If such identified
issuer’s auditor cannot be inspected by the PCAOB for three consecutive years, the trading of such issuer’s securities
on any U.S. national securities exchanges, as well as any over-the-counter trading in the U.S., will be prohibited.





3







On March 24, 2021, the SEC adopted interim
final rules relating to the implementation of certain disclosure and documentation requirements of the HFCA Act. An identified
issuer will be required to comply with these rules if the SEC identifies it as having a “non-inspection” year under
a process to be subsequently established by the SEC.



On November 5, 2021, the SEC approved the
PCAOB’s Rule 6100, Board Determinations Under the Holding Foreign Companies Accountable Act. Rule 6100 provides a framework
for the PCAOB to use when determining, as contemplated under the HFCA Act, whether it is unable to inspect or investigate completely
registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in
that jurisdiction.



On December 2, 2021, the SEC issued amendments
to finalize rules implementing the submission and disclosure requirements in the HFCA Act. The rules apply to registrants that
the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is
located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by
an authority in foreign jurisdictions.



On December 16, 2021, the PCAOB issued
a Determination Report which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms
headquartered in: (i) China, and (ii) Hong Kong. Our auditor, ZH CPA, LLC, is an independent registered public accounting firm
with the PCAOB and has been inspected by the PCAOB on a regular basis. The PCAOB currently has access to inspect the working papers
of our auditor. Our auditor is not headquartered in China or Hong Kong and was not identified in this report as a firm subject
to the PCAOB’s determination.



As a firm
registered with the PCAOB, ZH CPA, LLC is subject to laws in the United States which provide that the PCAOB shall conduct regular
inspections to assess the auditor’s compliance with the applicable professional standards. We
have no intention of dismissing ZH CPA, LLC in the future or engaging any auditor not based in the U.S. and not subject to regular
inspection by the PCAOB. There is no guarantee, however, that any future auditor engaged by the Company would remain subject to
full PCAOB inspection during the entire term of our engagement. If it is later determined that the PCAOB is unable to inspect or
investigate our auditor completely, investor may be deprived of the benefits of such inspection. Any audit reports not issued by
auditors that are completely inspected by the PCAOB, or a lack of PCAOB inspections of audit work undertaken in China or Hong Kong
that prevents the PCAOB from regularly evaluating our auditors' audits and their quality control procedures, could result in a
lack of assurance that our financial statements and disclosures are adequate and accurate.



Future developments in respect of increased
U.S. regulatory access to audit information are uncertain, as the legislative developments are subject to the legislative process
and the regulatory developments are subject to the rule-making process and other administrative procedures.



See also “Item 1A. Risk Factors
– Risks Related to Doing Business in Hong Kong — Under the Holding Foreign Companies Accountable Act, our securities
may be prohibited from being traded on any U.S. securities exchange, including the New York Stock Exchange and Nasdaq, or through
any other trading method within the SEC’s regulatory jurisdiction, including the OTC markets if our auditor is not inspected
by the PCAOB for three consecutive years, and this ultimately could result in trading in our securities being prohibited. Furthermore,
on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would amend
the Holding Foreign Companies Accountable Act and require the SEC to prohibit an issuer’s securities from trading on any
U.S. stock exchanges or the OTC markets if its auditor is not subject to PCAOB inspections for two consecutive years instead of
three.”





Corporate History



We were incorporated in Florida in March 2020 as the successor to
24/7 Kid, which was incorporated in Florida in November 1998. 24/7 Kid was a telemedicine company that provided Connect-a-Doc telemedicine
kits to schools and its services aimed at providing an 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.





4







On March 3, 2020, a stock purchase agreement (the “Purchase
Agreement”) was entered into by and between Huihe Zheng, our Chief Executive Officer and Chairman and Tim Shannon, our then
controlling stockholder as well as Chief Executive Officer, Chief Financial Officer, President and director. Pursuant to the Purchase
Agreement, Mr. Shannon sold to Mr. Zheng (i) 710,000 shares common stock of 24/7 Kid, representing 42.6% of the total issued and
outstanding shares of common stock of 24/7 Kid as of March 9, 2020 and (ii) 13,500 shares of Series B Preferred Stock, 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 Stock acquired by Mr. Zheng, in the aggregate,
represented 68.3% of the outstanding voting securities of 24/7 Kid as of March 9, 2020, and the acquisition of such shares resulted
in a change in control of 24/7 Kid.



On March 11, 2020, we were incorporated in Florida as a wholly owned
subsidiary of 24/7 Kid and QDM Merger Sub, Inc. (“Merger Sub”) was incorporated in Florida as our wholly owned subsidiary,
for the purposes of effectuating a name change by implementing a reorganization of the corporate structure of 24/7 Kid 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, the Company, and the 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, with 24/7 Kid being the surviving entity. As a result, the separate corporate existence of Merger Sub ceased and 24/7
Kid 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 Stock of 24/7 Kid were converted into shares of the Company’s
common stock and Series B Preferred Stock, 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 being converted. As a result, upon consummation of the Merger, all of the stockholders of 24/7 Kid immediately prior
to the Merger became stockholders of the Company and all the directors and officers of 24/7 Kid became the directors and officers
of the Company. Upon consummation of the Merger, we became the successor issuer to 24/7 Kid pursuant to 12g-3(a) and as a result
shares of our common stock were deemed to be registered under Section 12(g) of the Exchange Act.



On October 21, 2020, we entered into a share exchange agreement
(the “Share Exchange Agreement”) with QDM BVI, and Huihe Zheng, the sole shareholder of QDM BVI (the “QDM BVI
Shareholder”), who is also our principal stockholder 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 the QDM BVI Shareholder 900,000 shares of a
newly designated Series C Convertible Preferred Stock, par value $0.0001 per share, with each share of Series C Preferred Stock
initially being convertible into 11 shares of our common stock, par value $0.0001 per share, subject to certain adjustments and
limitations (the transaction, the “Share Exchange”). The Share Exchange closed on October 21, 2020. As a result of
the consummation of the Share Exchange, we acquired QDM BVI, QDM HK and YeeTah, which is an insurance brokerage company primarily
engaged in the sales and distribution of insurance products in Hong Kong. Since the consummation of the Share Exchange, we have
assumed the business operations of the Group as our own.



As described above, on October 21, 2020, we acquired all the issued
and outstanding capital stock of QDM BVI pursuant to the Share Exchange Agreement and QDM BVI became our wholly owned subsidiary.
The acquisition was accounted for as a recapitalization effected by a share exchange, wherein 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.



Consequently, the assets and liabilities and the historical operations
that will be reflected in the financial statements prior to the Share Exchange will be those of the Group and will be recorded
at the historical cost basis of the Group, and the consolidated financial statements after completion of the Share Exchange will
include the assets and liabilities of the Group, historical operations of the Group, and operations of the Company and its subsidiaries
from the closing date of the Share Exchange.





5







As a result of the acquisition of all the issued and outstanding
capital stock of QDM BVI, we have now assumed the business operations of the Group as our own.



Our current principal offices are located at Room 715, 7F, The Place
Tower C, No. 150 Zunyi Road, Changning District, Shanghai, China 200051. Our phone number is +86 (21) 22183083.



Corporate Structure



Our corporate organization structure is as follows as of the date
of this Report:







Competitive Advantages



We believe that the following competitive strengths contribute to
our growth and differentiate us from our competitors:



| | ● | Premium Customer Service Experience.We believe providing superior customer service to our existing and potential customers is the most important aspect of our business in terms of brand building and product differentiation. We have designed our services to provide personalized customer service throughout the whole insurance purchase process, including in-depth customer needs analysis, product and plan customization, product evaluation and selection, and claim settlement related assistance.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Concentrated Insurance Product Offerings.Hong Kong’s independent insurance intermediary companies generally focus on both life insurance and property insurance, but our strategy has been to focus on life insurance because of generally higher commissions. As of March 31, 2021, YeeTah had distributed an aggregate of 667 life and medical insurance policies from 20 insurance companies in Hong Kong. We believe our ability to offer concentrated products and services makes us an attractive distributor for our insurance company partners, and enables us to provide quality service to our customers.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Good Relationships with Insurance Companies. We maintain good relationships with the leading insurance companies in Hong Kong, including but not limited to, Prudential and AIA International Limited which have very stringent requirements on selection of brokers. YeeTah has been working with them for a few years and is able to pass their annual evaluations and receive favorable commission rates.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





6







| | ● | Experienced Management Team in the Insurance Industry.YeeTah’s responsible officer has more than ten years of experience serving as a senior executive in the insurance industry and is familiar with the insurance intermediary industry and the regulatory environment in Hong Kong. In addition, YeeTah’s administrative manager has more than 20 years of experience in the insurance industry and 6 years of management experience.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Strong Commitment to Rigorous Training and Development.Given the rapid development of new insurance products and the heavy reliance on face-to-face sales efforts in Hong Kong’s insurance industry, we believe that YeeTah’s strong in-house training program, which covers both product knowledge and sales skills, gives it a competitive edge over the other professional insurance intermediaries and helps YeeTah retain its sales force and improve our sales. The training also emphasizes inculcating in YeeTah’s technical representatives our corporate culture of customer service and commitment to high ethical standards.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Growth Strategy



Our goal is to further expand our distribution network. To achieve
this goal, we intend to capitalize on the growth potential of China and Hong Kong’s insurance industry and the insurance
intermediary sector, leverage our competitive strengths and pursue the following strategy:



| | ● | Pursue Acquisitions of Other Insurance Intermediaries. We intend to acquire suitable insurance intermediaries in mainland China in order to achieve the objective of growth and provide an area of expansion that will add to insurance product/service lines in a market that is currently not served by us.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Further Participation in the Growing Life-Insurance Sector in Hong Kong.Life insurance products that require periodic premium payments have the potential to generate sustained revenue over an extended period of time. In order to take advantage of the significant growth potential of Hong Kong’s life issuance market and generate recurring income, we intend to continue to devote significant resources to growing this business line. We intend to actively recruit sales and marketing professionals to help increase sales of life insurance products in Hong Kong. We also intend to improve the productivity of individual technical representatives through rigorous training. In addition, we plan on leveraging our existing customer base to cross-sell life insurance products to our non-life insurance customers.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Further Expand Our Distribution Network Through Building Relationships with Strategic Partners.The insurance intermediary sector in Hong Kong is highly competitive. We plan to grow our distribution network by building relationships with partners in mainland China that have the potential of generating large premium in sales such as financial institutes, real estate companies and other public entities and with wealth management companies, high net-worth clients and strategic partners in the Hong Kong market through recruiting and hiring more sales professionals to cover strategic partners. We believe that expanding our distribution network will help us generate more business and grow our sales.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Continue to Strengthen Our Relationships with Leading Insurance Companies. We currently establish and maintain most of our business relationships with insurance companies in Hong Kong. As we plan to expand our distribution network through partners in China in an effort to increase our sales volumes in the future, we hope to obtain favorable commission rates and exclusive rights to distribute high-margin products or collaborate with our insurance company partners to custom-develop products to suit the needs of our prospective customers.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





7







Recent Developments



Impact of COVID-19



An outbreak of a novel strain of the coronavirus, commonly referred
to as COVID-19, was identified in China and has subsequently been recognized as a pandemic by the World Health Organization. The
COVID-19 pandemic has severely restricted the level of economic activity around the world. In response to the pandemic, the governments
of many countries, states, cities and other geographic regions, including Hong Kong, have taken preventative or protective actions,
such as imposing restrictions on travel and business operations and advising or requiring individuals to limit or forego their
time outside of their homes.



With social distancing measures having been implemented to curtail
the spread of COVID-19, brokers in Hong Kong, such as us, which relied primarily on storefront and in-person consultations for
new business production faced an immediate slowdown. In addition, Hong Kong has suspended mainland tourists’ free travel
and requested those who travel from mainland China and enter Hong Kong to undergo quarantine for 14 days.



Customers from mainland China contributed to a substantial part
of our commissions. Regulations require their physical presence in Hong Kong to complete the policy contract. However, due to the
political turmoil and travel restrictions related to the COVID-19 epidemic in China, mainland Chinese customers have dropped sharply.
As a result, our revenue from commissions on new business has decreased significantly. Our commissions from renewal premiums have
also been materially affected since the mainland Chinese customers have been late in making the renewal payments due to the inability
to visit Hong Kong to make the payments. Most of our mainland customers do not have Hong Kong bank account and used to pay their
premiums through credit card or in cash in person. See “Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations” for more information on the impact of COVID-19 on our business operations and financial
conditions. We do not expect a significant improvement over our business and results of operations until the COVID-19 is effectively
contained in Hong Kong and China and the mainland visitors are permitted to enter Hong Kong without a quarantine. As such, we presently
focus on servicing Hong Kong residents.



The extent to which the COVID-19 epidemic affects our business will
depend on future developments in Hong Kong and around the world, which are highly uncertain and cannot be predicted, including
new information which may emerge concerning the severity of the coronavirus and the actions required to contain and treat it, among
others. The duration of such business disruption and the resulting operational and financial impact on us have negatively affected
our financial results for the fiscal year ended March 31, 2021 and may continue to adversely affect our business operations for
the year ended March 31, 2022. The global spread of COVID-19 pandemic in a significant number of countries around the world has
resulted in, and may intensify, global economic distress, and the extent to which it may affect our results of operations will
depend on future developments, which are highly uncertain and cannot be predicted. See “Item 1A. Risk Factors—Risks
Related to Our Business and Industry— Our business, financial condition and results of operations have been and may continue
to be adversely affected by the COVID-19 epidemic in China and Hong Kong.



Impact of Protests in Hong Kong



Since early 2019, a number of political protests and conflicts have
occurred in Hong Kong in connection with proposed legislation that would allow local authorities to detain and extradite people
who are wanted in territories that Hong Kong does not have extradition agreements with, including mainland China and Taiwan. On
June 30, 2020, China’s National People’s Congress Standing Committee passed a national security law for the Hong Kong
Special Administrative Region (HKSAR). Hong Kong’s Chief Executive promulgated it in Hong Kong later the same day. Among
other things, it criminalizes separatism, subversion, terrorism and foreign interference in Hong Kong. The economy of Hong Kong
has been negatively impacted, including the retail market, property market, stock market, and tourism, from such protests.





8







Under the Basic Law of the Hong Kong Special Administrative Region
of the People’s Republic of China (the “Basic Law”), Hong Kong is exclusively in charge of its internal affairs
and external relations, while the government of the PRC is responsible for its foreign affairs and defense. As a separate customs
territory, Hong Kong maintains and develops relations with foreign states and regions. We cannot assure you that the Hong Kong
protests will not affect Hong Kong’s status as a Special Administrative Region of the People’s Republic of China and
thereby affecting its current relations with foreign states and regions.



Our revenue is susceptible to Hong Kong protests as well as any
other incidents or factors which affect the stability of the social, economic and political conditions in Hong Kong. As a result
of the Hong Kong protests, we experienced a drop in new customers from mainland China beginning in June 2019, which has impacted
our revenue for the period from June 2019 to the quarter ended June 30, 2020.



It is unclear whether there will be other political or social unrest
in the near future or that there will not be other events that could lead to the disruption of the economic, political and social
conditions in Hong Kong. If such events persist for a prolonged period of time or that the economic, political and social conditions
in Hong Kong are to be disrupted, our overall business and results of operations may be adversely affected.



Self-underwritten Public Offering



On April 29, 2021, we consummated an initial closing of a “best
efforts” self-underwritten public offering of our common stock, par value $0.0001 per share (the “Offering”),
in which we issued and sold an aggregate of 501,250 shares (the “Shares”) of our common stock at a price of $0.40 per
share to certain investors, generating gross proceeds of $200,500. The material terms of the Offering are described in the prospectus,
dated April 13, 2021, filed by the Company with the Securities and Exchange Commission (the “SEC”) on April 14, 2021,
pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). The Offering is registered
pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-252967), originally filed with the SEC on February
10, 2021 (as amended, the “Registration Statement”), which was declared effective by the SEC on April 13, 2021. In
connection with the sale of the Shares, on April 15, 2021, we entered into securities purchase agreements with the investors in
substantially the form filed as Exhibit 10.4 to the Registration Statement. Additional closings of the Offering may be held from
time to time until July 13, 2021.



Conversion of Series C Convertible
Preferred Stock



Pursuant to the Share Exchange Agreement entered into on October
21, 2020 by and among the Company, QDM BVI, and Huihe Zheng, the sole shareholder of QDM BVI who is also our principal stockholder
and Chairman, Chief Executive Officer and President, we acquired all the issued and outstanding capital stock of QDM BVI in exchange
for the issuance to Huihe Zheng 900,000 shares of a newly designated Series C Convertible Preferred Stock, par value $0.0001 per
share (“Series C Preferred Shares”) of the Company.



The Certificate of Designation of Series C Preferred Shares provides
that each Series C Preferred Share is convertible, at any time and from time to time from and after October 21, 2020, at the option
of the holder and without the payment of additional consideration by the holder, into shares of our common stock at an initial
conversion rate of 1-for-11. On May 17, 2021, upon receipt of a conversion notice from Huihe Zheng, we issued 4,049,254 shares
(the “Conversion Shares”) of our common stock, par value $0.0001 per share, upon conversion of an aggregate of 368,114
Series C Preferred Shares at a conversion ratio of 1-for-11, pursuant to the terms of the Certification of Designation. Following
the issuance of the Conversion Shares, we had an aggregate of 6,238,553 shares of common stock issued and outstanding. The issuance
of shares of common stock upon conversion of the Series C Preferred Shares was deemed to be exempt from registration under the
Securities Act of 1933, as amended, or the Securities Act, in reliance on Section 3(a)(9) of the Securities Act. The recipient
of the shares represented its intention to acquire such shares for investment only and not with a view to, or for sale in connection
with, any distribution thereof.





9







The Hong Kong Insurance Market



Hong Kong has one of the most developed insurance markets in Asia,
with the per capita insurance premium standing at high levels and has attracted many of the world’s top insurance companies.
According to the Statistical Highlights issued by Research Office of the Legislative Council Secretariat on May 10, 2019, the Hong
Kong insurance industry has shown a considerable growth in recent years. In 2018, the total gross premiums of the industry were
about HK$531.7 billion (approximately $68.17 billion), representing an increase of 78% over 2013, primarily as a result of an increase
of 86% in long term business (e.g. life and annuity), which we believe might be indicative of the increasing demand for long term
insurance products due to aging population.



We believe that Hong Kong’s insurance industry’s accelerating
growth is also attributable to increasing demands for insurance products by the Chinese population, especially visitors from mainland
China. According to statistics from the Hong Kong Insurance Authority, the number of new policies brought by mainland visitors
had been steadily increasing year by year until 2018, while witnessed a 25.6% decrease in 2019.



According to the statistics released by the Hong Kong Insurance
Authority, the number of new policies purchased by mainland visitors in 2019 was 345,021, accounting for approximately 23.4% of
the total number of new policies for individual insurance business, which typically includes, but not limited to, medical insurance,
long-term life insurance, term life insurance, annuity, critical illness insurance and savings insurance. According to the Hong
Kong Insurance Authority, the total amount of new premiums for individual insurance in 2019 was HK$172.3 billion (approximately
$22.09 billion), which represents an increase of 6.5% compared to 2018 (HK$161.8 billion). Among them, the new policy premiums
brought by mainland China visitors were HK$43.4 billion (approximately $5.6 billion), accounting for 25.2% of the total new policy
premiums for individual insurance business. The diagram below demonstrates the number and percentage of new policies purchased
by the mainland visitors over the years from 2010 to 2019.







Source: Hong Kong Insurance Authority





10







Market Potential and Recent Trends



Hong Kong’s insurance industry is expected to slow down in
2020 as a result of the COVID-19 epidemic in China and Hong Kong and social unrest in the city. GlobalData, a leading data and
analytics company, forecast that the industry will grow by 1.46% in 2020, from HKD 552 billion (approximately $70.8 billion) to
HKD 560 billion (approximately $71.8 billion), representing one fourth of the sector’s rate of expansion last year. The slowing
pace will hit all insurance segments but in particular life insurance, which represents more than 90% of the Hong Kong insurance
market. Non-life insurance sectors are now expected to grow by 1% in 2020, in contract with pre-COVID-19 expectation of a growth
of 4.4%. However, the firm forecasts a stronger future for the Hong Kong insurance industry beyond 2020, predicting 5.6%, 6.5%
and 7.1% annual growth rates in 2021, 2022 and 2023, respectively.







Source: https://www.globaldata.com/



Hong Kong’ containment measures to control the spread of the
COVID-19 will further affect its economy and insurance industry, which was already impacted by the recent civil unrest and US-China
trade conflict.



Another issue faced by Hong Kong life insurers is related to their
business from China. Customers from Chinese mainland constitute an important segment for Hong Kong life insurers. Regulations require
their physical presence in Hong Kong to complete the policy contract. However, due to the recent riots in Hong Kong and now COVID-19
epidemic in China, interest from Chinese mainland customers has dropped sharply. As a result, sales to Chinese customers has fallen
to negligible levels.



Products and Services



We market and sell two broad categories of insurance products: (1)
life and medical insurance products, and (2) general insurance products. As of the date of this Report, insurance products we sell
are underwritten by 20 insurance companies in Hong Kong. In addition, as an MPF Intermediary, we also assist our customers with
their investment through the MPF and the ORSO schemes in Hong Kong. Such services primarily include collection and provision of
information on investment products and exclude investment advisory services.





11







Life and Medical Insurance Products



Our life and medical insurance products
collectively accounted for approximately 96.3% and 95.0% of our net revenues for the fiscal years ended March 31, 2021 and 2020,
respectively. For life and medical insurance products purchased by our customers, we generally receives commissions in the range
of 2.72% to 168% of the first year premiums and in the range of 0% to 49.5% of renewal premiums.



The sale of life and medical insurance
products is, and we currently expect it to continue to be, the major source of our revenue in the next several years. We began
offering life insurance products in 2015 with a focus on individual life products with periodic payment schedules. The major life
and medical insurance products we sell can be broadly classified into the categories set forth below. Due to constant product innovation
by insurance companies, some of the insurance products we sell combine features of one or more of the categories listed below:



| | ● | Individual Health Insurance. The individual health insurance products we sell primarily consist of critical illness insurance products, which provide guaranteed benefits when the insured is diagnosed with specified serious illnesses, and medical insurance products, which provide conditional reimbursement for medical expenses during the coverage period. In return, the insured makes periodic payment of premiums over a pre-determined period.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Individual Annuity. The individual annuity products we sell generally provide annual benefit payments after the insured attains a certain age, or for a fixed time period, and provide a lump sum payment at the end of the coverage period. In addition, the beneficiary designated in the annuity contract will receive guaranteed benefits upon the death of the insured during the coverage period. In return, the purchaser of the annuity products makes periodic payments of premiums during a pre-determined accumulation period.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Individual Endowment Life Insurance. The individual endowment products we sell generally provide insurance coverage for the insured for a specified time period and maturity benefits if the insured reaches a specified age. The individual endowment products we sell also provide to a beneficiary designated by the insured guaranteed benefits upon the death of the insured within the coverage period. In return, the insured makes periodic payment of premiums over a pre-determined period.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We believe due to China and Hong Kong’s
rapidly aging population, high national savings rate, sustained economic development, rising household income, strong support from
government policies and regulations, and enhanced risk protection awareness, Hong Kong’s life and medical insurance sector
will experience faster growth than the other insurance sectors, and currently we plan to allocate greater resources to develop
our life and medical insurance business.



General Insurance Products



Our general insurance products, also known
as property and casualty insurance products, accounted for approximately 3.7% and 2.7% of our net revenues for the fiscal years
ended March 31, 2021 and 2020, respectively. For general insurance products purchased by our customers, we generally receive commissions
from the insurance companies in the range of 5.0% - 55.0% of the premiums. The major general insurance products we offer or facilitate
to individual customers can be further classified into the following categories:



| | ● | Individual Accident Insurance. The individual accident insurance products we sell generally provide a guaranteed benefit during the coverage period in the event of death or disability of the insured as a result of an accident, or a reimbursement of medical expenses to the insured in connection with an accident. These products typically require only a single premium payment for each coverage period. Because most of the individual accident insurance products we sell are underwritten by general insurance companies, we classify individual accident insurance products as general insurance products.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Travel Insurance.The travel insurance products we sell are short-term insurance providing guaranteed benefit in the event of death or disability and covering travel-related emergencies and losses, either within one’s own country, or internationally. These products typically require only a single premium payment for each coverage period.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





12







| | ● | Homeowner Insurance. The homeowner insurance products we sell primarily cover damages to the insured house, along with furniture and household electrical appliance in the house caused by a number of incidents such as fire, flood and explosion.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Auto Insurance. We facilitate both standard auto insurance policies and supplemental policies, which we refer to as riders. The standard auto insurance policies we facilitate generally have a term of one year and cover damages caused to the insured vehicle by collision and other traffic accidents, falling or flying objects, fire, explosion and natural disasters. We also facilitate standard third-party liability insurance policies, which cover bodily injury and property damage caused by an accident involving an insured vehicle to a person not in the insured vehicle. The riders we facilitate cover additional losses, such as liability to passengers, losses arising from vehicle theft and robbery, broken glass and vehicle body scratches.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



MPF and ORSO Services



The MPF is a compulsory saving scheme (pension
fund) for the retirement of residents in Hong Kong. Most employees and their employers are required to contribute monthly to the
MPF schemes provided by approved private organizations based on the salary and period of employment of the employee. ORSO schemes
are retirement schemes set up voluntarily by employers to provide retirement benefits for their employees. MPF is the mainstream
retire plan in Hong Kong. We introduce customers to the service providers of the MPF and ORSO schemes approved by MPF as trustees
to administer the MPF and ORSO schemes. As of March 31, 2021, there were a total 15 approved trustees in Hong Kong, of which, four
have signed agreements with us in connection with its provision of MPF and ORSO related services. We assist employees who are Hong
Kong residents to open personal accounts with a new approved trustee and employers in Hong Kong to set up corporate accounts. We
receive service fees in the range of 1.0% - 5.0% of the total investment transferred by an employee/employer to the new trustee
and are paid by the trustee once the transaction is completed. We assisted an aggregate of 35 customers with account opening and
transfer of funds through the MPF scheme since inception.



Distribution Network and Marketing



We rely on our technical representatives to market and sell insurance
products in Hong Kong. As of March 31, 2021, we had ten technical representatives in Hong Kong. YeeTah was a party to an agreement
with YeeTah Financial Group Co., Ltd. (“YeeTah Financial”), a company controlled by its former officer and director,
which referred customers, most of whom were mainland visitors, to YeeTah for the purchase of insurance products in Hong Kong in
exchange for certain fees paid by YeeTah out of its commissions earned through the insurance policies purchased by the referred
customers. Such agreement with YeeTah Financial was terminated in December 2019 and we are in the process of identifying new cross-industry
marketing partners in various lines of businesses to expand our business.



Customers



From March 2017 to March 31, 2021, the total number of our individual
customers grew from 329 to 613. By providing premium customer services to our customers, we also strive to build a loyal customer
base that generates referral and cross-selling opportunities, and that becomes returning customers, i.e. a customer who purchases
more than one product from us. During the fiscal year ended March 31, 2021, we had 13 customers from Hong Kong. During the fiscal
year ended March 31, 2020, we had 26 customers from Hong Kong and one customer from mainland China.



Collaboration with Insurance Companies



As of March 31, 2021, YeeTah had entered into long-term agreements
with 20 insurance companies in Hong Kong, pursuant to which we are authorized to market and distribute certain insurance products
of those companies to our customers. These agreements establish, among other things, the scope of our authority, the pricing of
the insurance products YeeTah sells and its commission rates.





13







For the fiscal years ended March 31, 2021 and 2020, our top three
insurance company partners by commissions are as follows:



|          |  | Fiscal Year EndedMarch 31, 2021 |        | Fiscal Year EndedMarch 31, 2020
|--------- |  | ------------------------------- | ------ | -------------------------------
|Name      |  | Commissions(In US$)             |        | Percentageof Revenue           
|Company A |  |                                 | 48,102 |                                
|Company B |  |                                 | 61,575 |                                
|Company C |  |                                 | 6,666  |                                



Collaboration with Business Partners



On February 5, 2021, we entered into a cooperation agreement (the
“Agreement”) with Beijing HeWuHuiYing Equity Investment Co., Ltd., a limited liability company in China (“HeWuHuiYing”).
Pursuant to the Agreement with HeWuHuiYing, HeWuHuiYing will promote our brand, products and services in mainland China, including
business development, market researches, referral and selection of business partners and clients, customer services and other related
services. In consideration for such services, we agreed to issue to HeWuHuiYing an aggregate of 1,500,000 Compensation Shares (subject
to equitable adjustment for stock splits, stock dividends, combinations, recapitalizations and the like, including to account for
any equity securities into which such shares are exchanged or converted; provided, however, HeWuHuiYing shall only be entitled
to (i) 50% of the Compensation Shares if we achieve a revenue of at least US$4 million for the fiscal year ended March 31, 2022;
and (ii) the remaining 50% of the Compensation Shares if we achieve a revenue of at least US$6 million for the fiscal year ended
March 31, 2023. The determination of whether or not the performance targets are achieved shall be based on our audited financial
statements for the applicable period. The foregoing performance targets shall be met on an all-or-nothing basis, and there shall
be no partial issuance. Upon satisfaction of the performance targets, the applicable portion of the Compensation Shares shall be
issued to HeWuHuiYing in four equal installments on a quarterly basis beginning on the date of determination that the applicable
target is met.



Competition



A number of industry players are involved in the distribution of
insurance products in Hong Kong. We compete for customers on the basis of product offerings, customer services and reputation.
Our principal competitors include:



| | ● | Professional insurance intermediaries.As of March 31, 2021, there were a total of 2,356 and 828 insurance agencies and insurance broker companies in Hong Kong, respectively. The insurance agencies represent insurance companies, and the insurance broker companies represent customers who purchase insurance products. The rest of the insurance intermediaries are other businesses which sell insurance products, such as commercial banks. With an increasing consolidation expected in the insurance intermediary sector in the coming years, we expect competition within this sector to intensify.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Insurance companies.We compete against insurance companies that rely on their own sales force to distribute their products. All large insurance companies use both in-house sales force and exclusive sales agents to distribute their own products. We believe that we can compete effectively with insurance companies because we focus only on distribution and are able to offer our customers a broader range of insurance products underwritten by multiple insurance companies as well as better insurance premium.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Other business entities.In Hong Kong, some business entities may distribute insurance products as an ancillary business; primarily commercial banks. However, the insurance products distributed by these entities are usually confined to those related to their main lines of business. We believe that we can compete effectively with these business entities because we offer our customers a broader variety of products and professional services.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





14







Although some of our competitors have operated for a longer period
of time than us, with more market shares and greater brand influence, we believe that our entrepreneurial attitude and smaller
size, as well as our customer service, enable us to better respond and adapt to fast changing insurance market conditions compared
to the larger competitors.



Seasonality



Our income is subject to both quarterly and annual fluctuations
as a result of the seasonality of our business, the timing of policy renewals and the net effect of new and lost business. For
life insurance, the insurance companies, under pressure to meet their annual sales targets, would increase their sales efforts
during the fourth quarter of a year by, for example, offering more incentives for insurance intermediaries to increase sales. As
a result, income derived from life insurance products for the fourth quarter of a year is generally the highest among all four
quarters. Business activities, including buying and selling insurance, usually slow down during the Chinese New Year festivities,
which occur during the first quarter of each year. As a result, income derived from our insurance products for the first quarter
of a year has generally been the lowest among all four quarters.



Intellectual Property



As of March 31, 2021, we had no registered or registration-pending
intellectual property.



Employees and Technical Representatives



YeeTah had one and two full-time employees and we had two and two
executive officers as of March 31, 2021 and 2020, respectively. YeeTah also had ten and ten licensed technical representatives
as of March 31, 2021 and 2020, respectively. Technical representatives are licensed individuals who provide regulated advice to
a policy holder or potential policy holder on insurance matters for an insurance agent or broker, or arrange contracts of insurance
in or from Hong Kong on behalf of that insurance agent or broker. YeeTah’s affiliated technical representatives are not our
employees and are only compensated via commissions on sales of insurance policies. The commissions YeeTah pays its technical representatives
vary from 100% to 170% of basic commission rate provided by each insurance company.



Government Regulation



As a business operating in Hong Kong, we are subject to various
regulations and rules promulgated by the Hong Kong government. The following is a brief summary of the Hong Kong laws and regulations
that currently materially affect our business. This section does not purport to be a comprehensive summary of all present and proposed
regulations and legislation relating to the industry in which we operate our business.



Regulations Related to Insurance Intermediaries



Effective September 23, 2019, the Insurance Authority of Hong Kong
(“IA”) took over the regulation of insurance agents and brokers (collectively, “Insurance Intermediaries”)
from the three self-regulatory organizations (i.e., the Insurance Agents Registration Board established under The Hong Kong Federation
of Insurers, The Hong Kong Confederation of Insurance Brokers and The Professional Insurance Brokers Association) and becomes the
sole regulator to license and supervise all Insurance Intermediaries in Hong Kong. The IA is responsible for supervising Insurance
Intermediaries’ compliance with the provisions of Insurance Ordinance (Cap. 41) (“IO”), and the relevant regulations,
rules, codes and guidelines issued by the IA. The IA is also responsible for promoting and encouraging proper standards of conduct
of Insurance Intermediaries, and has regulatory powers in relation to licensing, inspection, investigation and disciplinary sanctions.



The regulatory regime for Insurance Intermediaries is activity-based.
Under section 64G of the IO, a person must not carry on a regulated activity, or must not hold out that the person is carrying
on a regulated activity, in the course of business or employment, or for reward unless the person holds an appropriate type of
Insurance Intermediary license or is exempt under the IO.





15







Regulated Activity



Under section 3A(a) of the IO and Schedule 1A to the IO, a person
carries on a regulated activity if the person does any of the following:



| | ● | negotiating or arranging a contract of insurance;
| | - | -------------------------------------------------



| | ● | inviting or inducing, or attempting to invite or induce, a person to enter into a contract of insurance;
| | - | --------------------------------------------------------------------------------------------------------



| | ● | inviting or inducing, or attempting to invite or induce, a person to make a decision in relation to (a) the making of an application or proposal for a contract of insurance; (b) the issuance, continuance or renewal of a contract of insurance; (c) the cancellation, termination, surrender or assignment of a contract of insurance; (d) the exercise of a right under a contract of insurance; (e) the change in any term or condition of a contract of insurance; or (f) the making or settlement of an insurance claim; or
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | giving advice in relation to (a) the making of an application or proposal for a contract of insurance; (b) the issuance, continuance or renewal of a contract of insurance; (c) the cancellation, termination, surrender or assignment of a contract of insurance; (d) the exercise of a right under a contract of insurance; (e) the change in any term or condition of a contract of insurance; or (f) the making or settlement of an insurance claim (such advice is referred to as “Regulated Advice”).
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Types of Licensed Insurance Brokers



The licensing regime under the IO prescribes two types of licensed
insurance brokers: licensed insurance broker companies and licensed technical representatives (broker).



| | ● | A licensed insurance broker company is a company which is granted an insurance broker company license under section 64ZA of the IO to carry on regulated activities in one or more lines of business, and to perform the act of negotiating or arranging an insurance contract as an agent of any policy holder or potential policy holder.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | A licensed technical representative (broker) is an individual who is granted a technical representative (broker) license under section 64ZC of the IO to carry on regulated activities in one or more lines of business, as an agent of any licensed insurance broker company.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



A license granted under section 64ZA or 64ZC of the IO is valid
for 3 years or, if the IA considers it appropriate in a particular case, another period determined by the IA, beginning on the
date on which it is granted.



Responsible Officer



Under section 64ZF of the IO, a licensed insurance broker company
should appoint a fit and proper person to discharge his or her responsibilities as a responsible officer of the insurance broker
company, and should provide sufficient resources and support to that person for discharging his or her responsibilities. Prior
approval of the IA is required for appointment of the responsible officer.



Transitional Arrangements for Insurance Brokers



To facilitate a smooth transition, all insurance brokers who were
validly registered with The Hong Kong Confederation of Insurance Brokers or Professional Insurance Brokers Association immediately
before September 23, 2019 are deemed as licensed insurance brokers under the IO for a period of three years. The incumbent chief
executives of the insurance broker companies are also eligible for the transitional arrangements. The IA will, staggered over the
three-year transitional period, invite deemed licensees to submit applications to the IA for granting of formal licenses and approvals.





16







“Fit and Proper” Requirements



Under the IO, a person who is, is applying to be, or is applying
for a renewal of a license to be, a licensed insurance broker is required to satisfy the IA that he/she/it is a fit and proper
person. In addition, the responsible officer(s), controller(s), and director(s) (where applicable) of a licensed insurance broker
company are also required to be fit and proper persons. These “fit and proper” requirements aim at ensuring that the
licensed insurance brokers are competent, reliable and financially sound, and have integrity. Pursuant to the IO, in determining
whether a person is a fit and proper person, the IA must consider, among others, the following factors:



| | ● | the person’s education or other qualifications or experience;
| | - | -------------------------------------------------------------



| | ● | the person’s ability to carry on a regulated activity competently, honestly and fairly;
| | - | ---------------------------------------------------------------------------------------



| | ● | the persons’ reputation, character, reliability and integrity;
| | - | --------------------------------------------------------------



| | ● | the person’s financial status or solvency;
| | - | ------------------------------------------



| | ● | whether any disciplinary action has been taken against the person by the Monetary Authority, the Securities and Futures Commission, the Mandatory Provident Fund Schemes Authority; or any other authority or regulatory organization (in Hong Kong or elsewhere) with functions similar to those of the IA;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | if the person is a company in a group of companies, any information in the possession of the IA relating to any other company in the group of companies or any controller or director of the person or of such company;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | the state of affairs of any other business which the person carries on or proposes to carry on; and
| | - | ---------------------------------------------------------------------------------------------------



| | ● | in respect of an application to be licensed as a licensed insurance broker company or renewal of such license, any information in the possession of the IA relating to (i) any current or prospective employees or affiliates of the person, or any other person acting for or on behalf of the person, in each case, for the purposes of carrying on regulated activities and (ii) the question as to whether the person has established effective internal control procedures and risk management systems to ensure its compliance with the IA.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The IA also issued the Guideline on “Fit and Proper”
Criteria for Licensed Insurance Intermediaries under the Insurance Ordinance (Cap. 41) to further explain the criteria that the
IA would adopt in determining whether a person is a fit and proper person. In addition, continuing professional development is
part of the fit and proper requirement and the IA issued the Guideline on Continuing Professional Development for Licensed Insurance
Intermediaries to provide guidance for complying with the continuing professional development requirements.



Financial and Other Requirements for Licensed Insurance Broker
Companies



A licensed insurance broker company is required to comply with the
Insurance (Financial and Other Requirements for Licensed Insurance Broker Companies) Rules (“Broker Rules”), which
set out, inter alia, some of the key requirements in relation to:



| | ● | Share Capital and Net Assets
| | - | ----------------------------



A licensed insurance broker company must at all times
maintain a paid-up share capital of not less than $500,000 and net assets of not less than $500,000, subject to the transitional
arrangements mentioned above, pursuant which, the insurance broker company is required to maintain the amount of paid-up share
capital and net assets of (i) not less than $100,000 for the period from September 23, 2019 to December 31, 2021 and (ii) not less
than $300,000 for the period from January 1, 2022 to December 31, 2023.



| | ● | Professional Indemnity Insurance
| | - | --------------------------------



A licensed insurance broker company must maintain a
professional indemnity insurance policy that provides coverage for claims made against the company for liabilities arising from
breaches of duty in the course of carrying on its regulated activities.





17







| | ● | Client Accounts
| | - | ---------------



A licensed insurance broker company that receives or
holds client monies must maintain at least one client account with an authorized institution in the name of the licensed insurance
broker company in the title of which the word “client” appears.



| | ● | Record Keeping
| | - | --------------



A licensed insurance broker company must keep, in relation
to its business which constitutes the carrying on of regulated activities, where applicable, sufficient accounting and other records
(including records relating to the assets or affairs of the company’s clients).



Licensed insurance broker companies are required to file their audited
financial statements and auditor’s compliance reports to the IA annually, which statements and reports are reviewed by the
IA annually. Any issue noted or qualified opinion expressed by the auditor will be followed up and where applicable, further actions
will be taken as the IA considers necessary.



The Broker Rules also provide certain exemptions for the broker
insurance companies subject to the transitional requirements referenced above during the specified transitional period in complying
with the requirements in relation to professional indemnity insurance, client monies reconciliation and audited financial statements.



Conduct Requirements



Licensed insurance brokers are required to comply with the statutory
conduct requirements set out in sections 90 and 92 of the IO. The IA also issued the Code of Conduct for Licensed Insurance Brokers
(“Code of Conduct”) to set out the general principles, together with the standards and practices relating to each general
principle, serving as the minimum standards of professionalism to be met by licensed insurance brokers when carrying on regulated
activities.



The general principles that a licensed insurance broker should comply
with include:



| | ● | acting honestly, ethically, with integrity and in good faith;
| | - | -------------------------------------------------------------



| | ● | acting in the best interests of its clients and treating its clients fairly;
| | - | ----------------------------------------------------------------------------



| | ● | acting with due care, skill and diligence;
| | - | ------------------------------------------



| | ● | possessing appropriate levels of professional knowledge and experience and only carrying on regulated activities in respect of which the broker has the required competence;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | providing clients with accurate and adequate information to enable them to make informed decisions;
| | - | ---------------------------------------------------------------------------------------------------



| | ● | providing Regulated Advice suitable for the client taking into account the client’s circumstances;
| | - | --------------------------------------------------------------------------------------------------



| | ● | using best endeavors to avoid conflicts of interests and when such conflicts cannot be avoided, and managing them with appropriate disclosure to ensure clients are treated fairly at all times; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | having sufficient safeguards in place to protect client assets received by the broker or which are in the broker’s possession.
| | - | ------------------------------------------------------------------------------------------------------------------------------



A licensed insurance broker company is required to have proper controls
and procedures in place to ensure that the broker company and its licensed technical representatives (broker) meet the general
principles, standards and practices set out in the Code of Conduct.





18







The Code of Conduct does not have the force of law, in that it is
not subsidiary legislation, and should not be interpreted in a way that would override the provision of any law. A failure by a
licensed insurance broker to comply with the Code of Conduct shall not by itself render the broker liable to any judicial or other
proceedings. However, in any proceedings under the IO before a court, the Code of Conduct is admissible in evidence, and if a provision
in the Code of Conduct appears to the court to be relevant to a question arising in the proceedings, the court must, in determining
the question, take into account any compliance or non-compliance with the Code of Conduct.



Regulation of Mandatory Provident Fund Intermediaries



With the implementation of the Mandatory Provident Fund Schemes
(Amendment) Ordinance 2012, a new statutory regulatory regime for MPF intermediaries came into operation as of November 1, 2012.
Under this statutory regime, only registered MPF intermediaries (such as our operating subsidiary) are allowed to engage in conducting
sales and marketing activities and giving advice in relation to MPF schemes.



Under the statutory regime, the Mandatory Provident Fund Schemes
Authority (“MPFA”) is the authority to administer MPF intermediaries, issue guidelines on compliance with statutory
requirements applicable to registered MPF intermediaries, and impose disciplinary sanctions. On the other hand, the IA is given
the statutory role for monitoring the compliance of the registered MPF intermediaries. As a frontline regulator, the IA supervises
the conduct requirements stipulated in the Mandatory Provident Fund Schemes Ordinance (Cap.485) (“MPFSO”). If the IA
has reasonable cause to believe that the registered MPF intermediaries may have failed to comply with the statutory conduct requirements,
it may exercise the investigation powers under the MPFSO for investigating the suspected non-compliance.



Registered MPF intermediaries must comply with a set of statutory
conduct requirements when they engage in conducting sales and marketing activities and giving advice in relation to MPF schemes.
The MPFA has issued the Guidelines on Conduct Requirements for Registered Intermediaries to assist the registered MPF intermediaries
in understanding how to comply with the conduct requirements.



The minimum standards of conduct that a registered MPF intermediary
should adopt include:



| | ● | acting honestly, fairly, in the best interests of the client and with integrity;
| | - | --------------------------------------------------------------------------------



| | ● | acting with care, skill and diligence;
| | - | --------------------------------------



| | ● | advising on matters within competence;
| | - | --------------------------------------



| | ● | having regard to client’s particulars as is necessary;
| | - | ------------------------------------------------------



| | ● | disclosing necessary information to the client;
| | - | -----------------------------------------------



| | ● | disclosing conflict of interest;
| | - | --------------------------------



| | ● | prompt and proper accounting for client assets;
| | - | -----------------------------------------------



| | ● | keeping records of regulated activities;
| | - | ----------------------------------------



| | ● | establishing, maintaining and observing proper controls and procedures for securing compliance by the principal intermediary; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------



| | ● | appointing a responsible officer to use his or her best endeavors to carry out specified responsibilities in relation to the principal intermediary.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------





19







Regulation Related to Business Registration



The Business Registration Ordinance (Chapter 310 of the Laws of
Hong Kong) requires every person carrying on any business in Hong Kong to make an application to the Commissioner of Inland Revenue
in the prescribed manner for the registration of that business, unless it is exempt under the Business Registration Ordinance.
The Commissioner of Inland Revenue must register each business for which a business registration application is made and as soon
as practicable after the prescribed business registration fee and levy are paid and issue a business registration certificate or
branch registration certificate for the relevant business or the relevant branch, as the case may be.



Regulation Related to Employment and Labor Protection



Employment Ordinance (Chapter 57 of the Laws of Hong Kong)



The Employment Ordinance (Chapter 57 of the Laws of Hong Kong),
or the EO, is an ordinance enacted for, amongst other things, the protection of the wages of employees and the regulation of the
general conditions of employment and employment agencies. Under the EO, an employee is generally entitled to, amongst other things,
notice of termination of his or her employment contract; payment in lieu of notice; maternity protection in the case of a pregnant
employee; not less than one rest day in every period of seven days; severance payments or long service payments; sickness allowance;
statutory holidays or alternative holidays; and paid annual leave of up to 14 days depending on the period of employment.



Employees’ Compensation Ordinance (Chapter 282 of the Laws
of Hong Kong)



The Employees’ Compensation Ordinance (Chapter 282 of the
Laws of Hong Kong), or the ECO, is an ordinance enacted for the purpose of providing for the payment of compensation to employees
injured in the course of employment. As stipulated by the ECO, no employer shall employ any employee in any employment unless there
is in force in relation to such employee a policy of insurance issued by an insurer for an amount not less than the applicable
amount specified in the Fourth Schedule of the ECO in respect of the liability of the employer. According to the Fourth Schedule
of the ECO, the insured amount shall be not less than HK$100,000,000 (approximately $12,900,000) per event if a company has no
more than 200 employees. Any employer who contravenes this requirement commits a criminal offence and is liable on conviction to
a fine of HK$100,000 (approximately $12,900) and imprisonment for two years. An employer who has taken out an insurance policy
under the ECO is required to display a prescribed notice of insurance in a conspicuous place on each of its premises where any
employee is employed. Any employer who, without reasonable cause, contravenes this requirement commits a criminal offence and is
liable on conviction to a fine of HK$10,000 (approximately $1,290). We believe that we have taken sufficient employee compensation
insurance for our employees required under the ECO.



Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the
Laws of Hong Kong)



The MPFSO is an ordinance enacted for the purposes of providing
for the establishment of non-governmental mandatory provident fund schemes, or the MPF Schemes. The MPFSO requires every employer
of an employee (other than exempt persons) of 18 years of age or above but under 65 years of age to take all practical steps to
ensure the employee becomes a member of a registered MPF Scheme. Subject to the minimum and maximum relevant income levels, it
is mandatory for both employers and their employees to contribute 5% of the employee’s relevant income to the MPF Scheme.
For a monthly-paid employee, the maximum relevant income level is HK$30,000 (approximately $3,870) per month and the maximum amount
of contribution payable by the employer to the MPF Scheme is HK$1,500 (approximately $193). Any employer who, without reasonable
cause, contravenes this requirement commits a criminal offence and is liable on conviction to a fine of HK$350,000 (approximately
$45,200) and imprisonment for three years, and to a daily penalty of HK$500 (approximately $65) for each day on which the offence
is continued. As of the date of this Report, the Company believe it has made all contributions required of PAM under the MPFSO.
We believe that we have made all contributions required under the MPFSO.





20







Regulations Related to Hong Kong Taxation



Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong)



Under the Inland Revenue Ordinance (Chapter 112 of the Laws of Hong
Kong), where an employer commences to employ in Hong Kong an individual who is or is likely to be chargeable to tax, or any married
person, the employer shall give a written notice to the Commissioner of Inland Revenue not later than three months after the date
of commencement of such employment. Where an employer ceases or is about to cease to employ in Hong Kong an individual who is or
is likely to be chargeable to tax, or any married person, the employer shall give a written notice to the Commissioner of Inland
Revenue not later than one month before such individual ceases to be employed in Hong Kong.



Tax on Dividends



Under the current practice of the Inland Revenue Department of Hong
Kong, no tax is payable in Hong Kong in respect of dividends paid by the Company.



Capital Gains and Profit Tax



No tax is imposed in Hong Kong in respect of capital gains from
the sale of shares. However, trading gains from the sale of shares by persons carrying on a trade, profession or business in Hong
Kong, where such gains are derived from or arise in Hong Kong, will be subject to Hong Kong profits tax which is imposed at the
rates of 8.25% on assessable profits up to HK$2,000,000 (approximately US$258,000) and 16.5% on any part of assessable profits
over HK$2,000,000 (approximately US$258,000) on corporations from the year of assessment of 2018/2019 onwards. Certain categories
of taxpayers (for example, financial institutions, insurance companies and securities dealers) are likely to be regarded as deriving
trading gains rather than capital gains unless these taxpayers can prove that the investment securities are held for long-term
investment purposes.



Stamp Duty



Hong Kong stamp duty, currently charged at the ad valorem rate of
0.1% on the higher of the consideration for or the market value of the shares, will be payable by the purchaser on every purchase
and by the seller on every sale of Hong Kong shares (in other words, a total of 0.2% is currently payable on a typical sale and
purchase transaction of Hong Kong shares). In addition, a fixed duty of HK$5 is currently payable on any instrument of transfer
of Hong Kong shares. Where one of the parties is a resident outside Hong Kong and does not pay the ad valorem duty due by it, the
duty not paid will be assessed on the instrument of transfer (if any) and will be payable by the transferee. If no stamp duty is
paid on or before the due date, a penalty of up to ten times the duty payable may be imposed.



Regulations Related to Anti-Money Laundering and Counter-Terrorist
Financing



Anti-Money Laundering and Counter-Terrorist Financing Ordinance
(Chapter 615 of the Laws of Hong Kong)



The AMLO imposes requirements relating to client due diligence and
record-keeping and provides regulatory authorities with the powers to supervise compliance with the requirements under the AMLO.
In addition, the regulatory authorities are empowered to (i) ensure that proper safeguards exist to prevent contravention of specified
provisions in the AMLO; and (ii) mitigate money laundering and terrorist financing risks.



Drug Trafficking (Recovery of Proceeds) Ordinance (Chapter 405
of the Laws of Hong Kong)



The Drug Trafficking (Recovery of Proceeds) Ordinance (Chapter 405
of the Laws of Hong Kong), or the DTROP, contains provisions for the investigation of assets suspected to be derived from drug
trafficking activities, the freezing of assets on arrest and the confiscation of the proceeds from drug trafficking activities.
It is an offence under the DTROP if a person deals with any property knowing, or having reasonable grounds to believe, it to be
the proceeds from drug trafficking. The DTROP requires a person to report to an authorized officer if he/she knows or suspects
that any property (directly or indirectly) is the proceeds from drug trafficking or is intended to be used or was used in connection
with drug trafficking, and failure to make such disclosure constitutes an offence under the DTROP.





21







Organized and Serious Crimes Ordinance (Chapter 455 of the Laws
of Hong Kong)



The Organized and Serious Crimes Ordinance (Chapter 455 of the Laws
of Hong Kong), or the OSCO, empowers officers of the Hong Kong Police Force and the Hong Kong Customs and Excise Department to
investigate organized crime and triad activities, and it gives the Hong Kong courts jurisdiction to confiscate the proceeds from
organized and serious crimes, to issue restraint orders and charging orders in relation to the property of defendants of specified
offences. The OSCO extends the money laundering offence to cover the proceeds of all indictable offences in addition to drug trafficking.



United Nations (Anti-Terrorism Measures) Ordinance (Chapter 575
of the Laws of Hong Kong)



The United Nations (Anti-Terrorism Measures) Ordinance (Chapter
575 of the Laws of Hong Kong), or the UNATMO, provides that it is a criminal offence to: (i) provide or collect funds (by any means,
directly or indirectly) with the intention or knowledge that the funds will be used to commit, in whole or in part, one or more
terrorist acts; or (ii) make any funds or financial (or related) services available, directly or indirectly, to or for the benefit
of a person knowing that, or being reckless as to whether, such person is a terrorist or terrorist associate. The UNATMO also requires
a person to report his knowledge or suspicion of terrorist property to an authorized officer, and failure to make such disclosure
constitutes an offence under the UNATMO.



GL3: Guideline on Anti-Money Laundering and Counter-Terrorist
Financing



The Guideline on Anti-Money Laundering and Counter-Terrorist Financing
is issued by the IA, and it sets out the relevant anti-money laundering and counter-financing of terrorism (AML/CFT) statutory
and regulatory requirements. It also prescribes the AML/CFT standards which authorized insurers and reinsurers carrying on long
term business, and licensed individual insurance agents, licensed insurance agencies and licensed insurance broker companies carrying
on regulated activities in respect of long term business (hereinafter referred to as “insurance institutions” (“IIs”)),
should meet in order to comply with the statutory requirements under the AMLO and the IO. Compliance with this Guideline is enforced
through the AMLO and the IO. IIs which fail to comply with this Guideline may be subject to disciplinary or other actions under
the AMLO and/or the IO for non-compliance with the relevant requirements.



|Item 1A. | Risk Factors
|-------- | ------------



Our business is subject to many significant risks, as more fully
described in this section entitled “Risk Factors”. If any of the risks discussed in this Report actually occur, our
business, financial condition or operating results could be materially and adversely affected. In particular, our risks include,
but are not limited to, the following:



Risks Related to Our Business and Industry



| | ● | Our operating subsidiary derives a significant portion of revenues from selling insurance products supplied by our major insurance company partners and our business is subject to concentration risks arising from dependence on a single or limited number of insurance company partners.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | We incurred net losses in the past and there can be no assurance that we will be able to become profitable in the future.
| | - | -------------------------------------------------------------------------------------------------------------------------



| | ● | Our business, financial condition and results of operations have been and may continue to be materially adversely affected by the COVID-19 epidemic in China and Hong Kong.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Our independent auditor has expressed substantial doubt about our ability to continue as a going concern.
| | - | ---------------------------------------------------------------------------------------------------------



| | ● | All of our sales of life and medical insurance products and general insurance products are conducted through our licensed technical representatives. If we are unable to attract and retain highly productive technical representatives, our business could be materially and adversely affected. Misconduct of the technical representatives may also have a material adverse effect on our business, results of operations or financial condition.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | We are subject to extensive regulations for our insurance brokerage business and operations in Hong Kong. Failure to obtain, renew, or retain licenses, permits or approvals may affect our ability to conduct or expand our business.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





22







| | ● | We face intense competition in the insurance intermediary industry in Hong Kong. If we are unable to compete effectively with both existing and new market participants, we may lose customers and our financial results may be negatively affected.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Our commission revenue is subject to both quarterly and annual fluctuations as a result of the seasonality of our business, the timing of policy renewals and the net effect of new and lost business. The factors that cause the quarterly and annual variations are not within our control.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Our disclosure controls and procedures are not effective and we have identified material weaknesses in our internal control over financial reporting.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------



Risks Related to Doing Business in Hong
Kong



| | ● | Potential
                                                                                                                              political
                                                                                                                              and
                                                                                                                              economic
                                                                                                                              instability
                                                                                                                              in
                                                                                                                              Hong
                                                                                                                              Kong
                                                                                                                              may
                                                                                                                              adversely
                                                                                                                              impact
                                                                                                                              our
                                                                                                                              results
                                                                                                                              of
                                                                                                                              operations.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ● | The
                                                                                      future development of national security
                                                                                      laws and regulations in Hong Kong could
                                                                                      materially impact our business by possibly
                                                                                      triggering sanctions and other measures
                                                                                      which can cause economic harm to our business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ● | The
                                                                                      market price for our securities could be
                                                                                      adversely affected by increased tensions
                                                                                      between the United States and China.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ● | Our
                                                                                      business, financial condition and results
                                                                                      of operations, and/or the value of our common
                                                                                      stock or our ability to offer or continue
                                                                                      to offer securities to investors may be
                                                                                      materially and adversely affected to the
                                                                                      extent the laws and regulations of the PRC
                                                                                      become applicable to a company such as us.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ● | The
                                                                                      PRC government exerts substantial influence
                                                                                      and discretion over the manner in which
                                                                                      companies incorporated under the laws of
                                                                                      PRC must conduct their business activities.
                                                                                      We are a Hong Kong-based company with no
                                                                                      substantive operations in mainland China.
                                                                                      However, if we were to become subject to
                                                                                      such direct influence or discretion, it
                                                                                      may result in a material change in our operations
                                                                                      and/or the value of our common stock, which
                                                                                      would materially affect the interest of
                                                                                      the investors.                                                                                                                                                                                                                                                                                                                                                                
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ● | Under the Holding Foreign Companies Accountable Act, our securities may be prohibited from being traded on
any U.S. securities exchange, including the New York Stock Exchange and Nasdaq, or through any other trading method within the
SEC’s regulatory jurisdiction, including the OTC markets if our auditor is not inspected by the PCAOB for three consecutive
years, and this ultimately could result in trading in our securities being prohibited. Furthermore, on June 22, 2021, the U.S.
Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would amend the Holding Foreign Companies
Accountable Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges or the OTC
markets if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



Risks Related to Our Securities



| | ● | The Series B and Series Convertible 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.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



An investment in our securities is highly speculative and involves
substantial risks, including the risks described below. You should carefully consider all of the risks described below, together
with the other information contained in this Report, before making a decision to invest in our securities. The risks highlighted
here are not the only ones that we may face. For example, additional risks presently unknown to us or that we currently consider
immaterial or unlikely to occur could also impair our operations. If any of the risks or uncertainties described below or any such
additional risks and uncertainties actually occur, our business, prospects, financial condition or results of operations could
be negatively affected, and you might lose all or part of your investment.





23







Risks Related to Our Business and Industry



Our business is subject to concentration risks arising from
dependence on a single or limited number of insurance company partners.



We derive a significant portion of revenues from selling insurance
products supplied by our major insurance company partners. For the fiscal year ended March 31, 2021, an aggregate of 88.85% of
our total commissions were attributed to our top two insurance companies, each accounted for more than 10% of our total revenue.
For the fiscal year ended March 31, 2020, an aggregate of 94.34% of our total commissions were attributable to our top three insurance
company partners, each accounted for more than 10% of our total revenue.



Because of this concentration in the supply of the insurance products
we sell, our business and operations would be negatively affected if we experience a partial or complete loss of any of these insurance
partners. In addition, any significant adverse change in our relationship with any of these insurance company partners could result
in loss of revenue, increased costs and distribution delays that could harm our business and customer relationships.



We incurred net losses in the past and may never achieve profitability
in the future.



We had a net loss of $304,326 and $488,999in the fiscal years ended
March 31, 2021 and 2020, respectively. There can be no assurance that we will be able to become profitable in the future. We anticipate
that our operating costs and expenses will increase in the foreseeable future as we continue to grow our business, acquire new
clients and further develop our service offering and increase brand recognition. These efforts may prove more costly than we currently
anticipate, and we may not succeed in increasing our revenues sufficiently to offset these higher expenses. There are other factors
that could negatively affect our financial condition. For example, if we fail to compete successfully with our existing or potential
competitors, or if the insurance products we sell are not accepted by the market as we expect, we will receive lower-than-expected
insurance brokerage income, and our financial results will be adversely affected. If regulatory authorities promulgate new laws,
regulations and regulatory requirements that limit our business operations, especially with regard to our fee or cost model, our
results of operations will suffer. As a result of the foregoing and other factors, our net profit margins may decline or we may
continue to incur net losses in the future and may not be able to achieve profitability on a quarterly or annual basis.



Our business, financial
condition and results of operations have been and may continue to be materially adversely affected by the COVID-19 epidemic in
China and Hong Kong.



In December 2019, a novel strain of coronavirus, COVID-19, was reported
in Wuhan, China. COVID-19 has since spread rapidly to other countries, including the United States, and the World Health Organization
formally declared the COVID-19 outbreak a pandemic in March 2020. The pandemic has reached more than 160 countries, resulting in
the implementation of significant governmental measures, including lockdowns, closures, quarantines, and travel bans, intended
to control the spread of the virus. The Hong Kong government has ordered quarantines, travel restrictions, and the temporary closure
of schools, stores, borders and facilities. Companies are also taking precautions, such as requiring employees to work remotely,
imposing travel restrictions and temporarily closing businesses.



Our business operations rely heavily on the customers from mainland
China and the closure by Hong Kong government of the borders with mainland China, the restriction on travel have significantly
reduced the number of our new customers. In addition, limited ability of our sales personnel to interact with customers face-to-face
as result of the social distance measures has hindered the sales activities of our sales force, which has had a material adverse
impact on our operating results of the period from January 2020 to the date of this Report and the operating income for the same
period significantly decreased on a year-over-year basis.



The duration of such business disruption and the resulting operational
and financial impact on us have negatively affected our financial results for the fiscal year ended March 31, 2021 and may continue
to adversely affect our business operations for the year ended March 31, 2022. The global spread of COVID-19 pandemic in a significant
number of countries around the world has resulted in, and may intensify, global economic distress, and the extent to which it may
affect our results of operations will depend on future developments, which are highly uncertain and cannot be predicted. We cannot
assure you that the COVID-19 pandemic can be eliminated or contained in the near future, or at all, or a similar outbreak will
not occur again. If the COVID-19 pandemic and the resulting disruption to our business were to extend over a prolonged period,
it could materially and adversely affect our business, financial condition, and results of operations.





24







Our independent auditor has expressed substantial doubt about
our ability to continue as a going concern.



For the fiscal year ended March 31, 2021, our independent auditor
included an explanatory paragraph in their audit report emphasizing to the readers of the audit report that there is a substantial
doubt about our ability to continue as a going concern based upon our net losses and negative cash flows from operations for the
fiscal year ended March 31, 2021and its levels of working capital as of March 31, 2021. The financial statements do not include
any adjustments that might result from the outcome of these uncertainties. Our consolidated financial statements as of and for
the years ended March 31, 2021 and 2020 have also been prepared on a going concern basis which assumes we will be able to realize
our assets and discharge our liabilities in the normal course of business for the foreseeable future. We have incurred losses since
inception resulting in an accumulated deficit as of March 31, 2021. Management is planning to raise any necessary additional funds
to fund our operating expenses through loans and additional sales of our common stock, securities convertible into our common stock,
debt securities or a combination of such financing alternatives; however, there can be no assurance that we will be successful
in raising any necessary additional capital. If we are not successful in raising additional capital, we may not have enough financial
resources to support our business and operations and, as a result, may not be able to continue as a going concern and could be
forced to liquidate.



If we fail to attract and retain productive technical representatives
to sell the insurance products, our business and operating results could be materially and adversely affected.



All of our sales of life and medical insurance products and general
insurance products are conducted through our licensed technical representatives. We have been actively recruiting and will continue
to recruit technical representatives to join our distribution and service network. Technical representatives have been instrumental
to the development of our life insurance business.



As of March 31, 2021, we had ten technical representatives. Competition
for technical representatives is intense and there can be no assurance that we will be able to attract and retain such personnel.
If we are unable to attract and retain highly productive technical representatives, our business could be materially and adversely
affected.



Misconduct of the technical representatives may have a material
adverse effect on our business, results of operations or financial condition.



Misconduct of the technical representatives could result in regulatory
sanctions, litigation or serious reputational or financial harm to us.



Misconduct may include:



| | ● | the use of methods of solicitation and advertising that are not compatible with the integrity and dignity of the profession of insurance broking;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | the use of any illustration, circular or memorandum that misrepresents or is incomplete as regards the terms, benefits or advantages of any contract of insurance issued or to be issued to a prospective purchaser of insurance;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | the use of any incomplete comparison of any policy or contract of insurance for the purpose of inducing an insured to forfeit or replace a policy or contract of insurance;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | the offer of any payment, allowance or gift as an inducement to any prospective insured to insure through the offeror; and
| | - | --------------------------------------------------------------------------------------------------------------------------



| | ● | holding out to the public or advertising by means of advertisements, cards, circulars, letters, signs or other methods in an irresponsible or untruthful manner.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



Failure to prevent and detect misconduct may have a material adverse
effect on our business, results of operations or financial condition.



We are subject to extensive regulations for our insurance
brokerage business and operations.



We conduct our business primarily in Hong Kong and our business
operations are subject to vigorous regulations in Hong Kong applicable to licensed insurance brokers. Any failure to comply with
applicable laws or regulations could result in fines, censure, suspensions of personnel or other sanctions, including revocation
of our license as insurance broker. Even if a sanction imposed against us or our personnel is small in monetary amount, the adverse
publicity arising from the imposition of sanctions against us by regulators could harm our reputation and impede our ability to
retain customers and develop new customer relationships, which may reduce our revenues.





25







From time to time, the regulatory landscape in the insurance industry
in Hong Kong involves and changes. We face the risk of significant intervention by regulatory authorities, including increased
registered capital requirements, extended training of the insurance agencies’ personnel, and adoption of costly or restrictive
new regulations and judicial or administrative proceedings. If any restrictive or costly new regulations and rules become effective
and applicable to our business, these regulations may materially limit our activities and operational profitability.



Compliance with changing regulation of corporate governance
and public disclosure, and our management’s inexperience with such regulations, will result in additional expenses and creates
a risk of non-compliance.



Changing laws, regulations and standards relating to corporate governance
and public disclosure, including the Sarbanes-Oxley Act of 2002 and related SEC regulations, have created uncertainty for public
companies and significantly increased the costs and risks associated with accessing the public markets and public reporting. Our
management team will need to invest significant management time and financial resources to comply with both existing and evolving
standards for public companies, which will lead to increased general and administrative expenses and a diversion of management
time and attention from revenue generating activities to compliance activities. In addition, our management members who are located
in the PRC has little experience with compliance with U.S. laws (including securities laws). This inexperience may cause us to
fall out of compliance with applicable regulatory requirements, which could lead to enforcement action against us and a negative
impact on our stock price.



Failure to obtain, renew, or retain licenses, permits or approvals
may affect our ability to conduct or expand our business.



We are required to obtain applicable licenses, permits and approvals
from different Hong Kong regulatory authorities in order to conduct or expand our business. The IA has promulgated various regulations
on the insurance business, including regulations requiring an insurance broker license. We obtained, renewed and maintained our
insurance broker license as required by the IA. However, there is no assurance that the IA will not issue new regulations governing
the insurance product and service industry that might require us to obtain additional licenses, permits or approvals for our current
or future business operations. Our failure to obtain any such additional licenses, permits or approvals may adversely our business
operations and financial condition.



Competition in our industry is intense and, if we are unable
to compete effectively with both existing and new market participants, we may lose customers and our financial results may be negatively
affected.



The insurance intermediary industry in Hong Kong is intensely competitive,
and we expect competition to persist and further intensify as more insurance broker companies enter the market. In insurance product
distribution, we face competition from insurance companies that use their in-house sales force and exclusive sales agents to distribute
their products, from business entities that distribute insurance products on an ancillary basis, such as commercial banks, as well
as from other traditional insurance intermediaries. Many of our competitors, both existing and newly emerging, have greater financial
and marketing resources than we do and may be able to offer products and services that we do not currently offer and may not offer
in the future. If we are unable to compete effectively against those competitors, we may lose customers and our financial results
may be negatively affected.



Because the commission we earn on the sale of insurance products
is based on premiums and commission rates set by insurance companies, any decrease in these premiums or commission rates may have
an adverse effect on our results of operations.



We are an insurance broker and derive revenues primarily from commissions
paid by the insurance companies whose policies our customers purchase. Our commission rates are set by insurance companies and
are based on the types and terms of the insurance products. Commission rates and premiums can change based on the prevailing economic,
regulatory, taxation-related and competitive factors that affect insurance companies. These factors, which are not within our control,
include the ability of insurance companies to place new business, underwriting and non-underwriting profits of insurance companies,
consumer demand for insurance products, the availability of comparable products from other insurance companies at a lower cost,
as well as the tax deductibility of commissions and the consumers themselves.



Because we do not determine, and cannot predict, the timing or extent
of premium or commission rate changes, we cannot predict the effect any of these changes may have on our operations. Any decrease
in premiums or commission rates may significantly affect our profitability.





26







Quarterly and annual variations in our commission revenue
may unexpectedly impact our results of operations.



Our commission revenue is subject to both quarterly and annual fluctuations
as a result of the seasonality of our business, the timing of policy renewals and the net effect of new and lost business. During
any given year, our commission revenue derived from distribution of life and medical insurance products is highest during the fourth
quarter and is lowest during the first quarter. This general seasonality trend was further affected by the ongoing COVID-19 pandemic,
which reduced our first year life insurance commission revenue during 2020 and 2021. The factors that cause the quarterly and annual
variations are not within our control. Specifically, regulatory changes to product design may result in cessation of products from
time to time and cause quarterly fluctuation in the results of our operations. In addition, consumer demand for insurance products
can influence the timing of renewals, new business and lost business, which generally includes policies that are not renewed, and
cancellations. As a result, quarterly or annual comparisons of our operating results may not be used as an indication of our future
performance.



Our future success depends on the continuing efforts of our
senior management team and other key personnel, and our business may be harmed if we lose their services.



Our future success depends heavily upon the continuing services
of the members of our senior management team and other key personnel, in particular, Mr. Huihe Zheng, our President and Chief Executive
Officer. If our senior executives or other key personnel, are unable or unwilling to continue in their present positions, we may
not be able to replace them easily, or at all. As such, our business may be disrupted and our financial condition and results of
operations may be materially and adversely affected. Competition for senior management and key personnel in insurance industry
is intense because of a number of factors including the limited pool of qualified candidates. We may not be able to retain the
services of our senior executives or key personnel, or attract and retain high-quality senior executives or key personnel in the
future. In addition, if any member of our senior management team or any of our other key personnel joins a competitor or forms
a competing company, we may lose customers, sensitive trade information, key professionals and staff members.



We may not be able to ensure the accuracy and completeness
of product information and the effectiveness of our recommendation of insurance products.



Our customers rely on the insurance product information we provide
through our technical representatives. While we believe that such information is generally accurate, complete and reliable, there
can be no assurance that the accuracy, completeness or reliability of the information can be maintained in the future. If our technical
representatives provide any inaccurate or incomplete information due to either their own fault or that of our insurance partners,
or we fail to present accurate or complete information of any insurance products which could lead to our customers’ failure
to get the protection or we being warned or punished by regulatory authorities, our reputation could be harmed and we could experience
reduced businesses, which may adversely affect our business and financial performance.



We may not be able to recommend suitable insurance products to our
customers. Our technical representatives may not fully understand the customers’ needs and recommend suitable products to
them. In addition, because the technical representatives are compensated based on premiums and commission rates, they may be tempted
to sell insurance products with higher commissions rather than those required by or suitable to the customers or prospective customers.
If our customers are recommended insurance products that do not suit their protection needs, they may lose trust in the company.
Meanwhile, our insurance company partners may find our recommendation ineffective. Our customers may consequently be reluctant
to continue to use our services, and our insurance company partners may be hesitant to continue to partner with us. As a result,
our business, reputation, financial performance and prospects will be materially and adversely affected.



We may face potential liability, loss of customers and damage
to our reputation for any failure to protect the confidential information of our customers.



Our customer database holds confidential information concerning
our customers. We may be unable to prevent third parties, such as hackers or criminal organizations, from stealing information
provided by our customers. Confidential information of our customers may also be misappropriated or inadvertently disclosed through
insurance agents’ misconduct or mistake. We may also in the future be required to disclose to government authorities certain
confidential information concerning our customers. Any compromise of our security could have a material adverse effect on our reputation,
business, prospects, financial condition and results of operations.





27







Though we have not experienced any material cybersecurity incidents
in the past, if our database was compromised by outside sources or if we were accused of failing to protect the confidential information
of our customers, we may be forced to expend significant financial and managerial resources in remedying the situation, defending
against these accusations and we may face potential liability. Any negative publicity, especially concerning breaches in our cybersecurity
systems, may adversely affect our public image and reputation. Though we take proactive measures to protect against these risks
and believe that our efforts in this area are sufficient for our business, there can be no assurance that such measures will prove
effective against all cybersecurity risks.



We rely on dividends and other distributions on equity paid
by our subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our subsidiaries
to make payments to us could have a material adverse effect on our ability to conduct our business.



We are a holding company incorporated in Florida, and we rely on
dividends and other distributions on equity paid by our subsidiaries for our cash and financing requirements, including the funds
necessary to pay dividends and other cash distributions to our stockholders and service any debt we may incur. If any of our subsidiaries
incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make
other distributions to us.



Under the current practice of the Inland Revenue Department of Hong
Kong, no tax is payable in Hong Kong in respect of dividends paid by us. See “Item 1. Business – Regulation —
Regulations Related to Hong Kong Taxation.” Any limitation on the ability of our Hong Kong subsidiary to pay dividends
or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that
could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.



Risks Related to Doing Business in Hong Kong



Potential political and economic instability in Hong Kong
may adversely impact our results of operations.



Our operational activities are primarily conducted in Hong Kong.
Accordingly, political and economic conditions in Hong Kong and the surrounding region may directly affect our business. Since
early 2019, a number of political protests and conflicts have occurred in Hong Kong in connection with proposed legislation that
would allow local authorities to detain and extradite people who are wanted in territories that Hong Kong does not have extradition
agreements with, including mainland China and Taiwan. The economy of Hong Kong has been negatively impacted, including our retail
market, property market, stock market, and tourism, from such protests.



Under the Basic Law, Hong Kong is exclusively in charge of its internal
affairs and external relations, while the government of the PRC is responsible for its foreign affairs and defense. As a separate
customs territory, Hong Kong maintains and develops relations with foreign states and regions. We cannot assure you that the Hong
Kong protests will not affect Hong Kong’s status as a Special Administrative Region of the People’s Republic of China
and thereby affecting its current relations with foreign states and regions.



Our revenue is susceptible to Hong Kong protests as well as any
other incidents or factors which affect the stability of the social, economic and political conditions in Hong Kong. As a result
of the Hong Kong protests, we experienced a drop in new customers from mainland China beginning in June 2019, which impacted our
revenue for the period from June 2019 to the quarter ended June 30, 2020.



It is unclear whether there will be other political or social unrest
in the near future or that there will not be other events that could lead to the disruption of the economic, political and social
conditions in Hong Kong. If such events persist for a prolonged period of time or that the economic, political and social conditions
in Hong Kong are to be disrupted, our overall business and results of operations may be adversely affected.





28







The future development of national security laws and regulations
in Hong Kong could materially impact our business by possibly triggering sanctions and other measures which can cause economic
harm to our business.



On May 28, 2020, the National People’s Congress of the People’s
Republic of China approved a proposal to impose a new national security law for Hong Kong and authorized the Standing Committee
of the National People’s Congress to proceed to work out details of the legislation to be implemented in Hong Kong (the “Decision”).
The Decision states that the new law will target secession, subversion of state power, terrorism activities and foreign interference.
The stated objective of the Decision is to protect the national security of China as a whole (including Hong Kong and Macau) and
is not intended to have a direct commercial bearing on commercial and economic activities. The government believes the new law
may bring about more stability to Hong Kong, which in turn may lay the foundation for commercial and economic activities to flourish.
On June 30, 2020, China’s National People’s Congress Standing Committee passed the national security law for the Hong
Kong Special Administrative Region (HKSAR). Hong Kong’s Chief Executive promulgated it in Hong Kong later the same day. Among
other things, it criminalizes separatism, subversion, terrorism and foreign interference in Hong Kong. We cannot rule out the possibility
that the Decision and the implementation of the national security law may trigger sanctions or other forms of penalties by foreign
governments, which may cause economic and other hardship for Hong Kong, including companies like us that do business in Hong Kong.
It is difficult for us to predict the impact, in any, the implementation of the national security law will have on our business,
as such impact will depend on future developments, which are highly uncertain and cannot be predicted.



The market price for our securities could be adversely affected
by increased tensions between the United States and China.



Recently there have been heightened tensions in the economic and
political relations between the United States and China. On June 30, 2020, the Standing Committee of the PRC National People’s
Congress issued the Law of the People’s Republic of China on Safeguarding National Security in the Hong Kong Special Administrative
Region. This law defines the duties and government bodies of Hong Kong for safeguarding national security and four categories of
offences—secession, subversion, terrorist activities and collusion with a foreign country or external elements to endanger
national security—and their corresponding penalties. On July 14, 2020, U.S. President Donald Trump signed the Hong Kong Autonomy
Act, or HKAA, into law, authorizing the U.S. administration to impose blocking sanctions against individuals and entities who are
determined to have materially contributed to the erosion of Hong Kong’s autonomy. On August 7, 2020, the U.S. government
imposed HKAA-authorized sanctions on eleven individuals, including Hong Kong chief executive Carrie Lam. The HKAA further authorizes
secondary sanctions, including the imposition of blocking sanctions, against foreign financial institutions that knowingly conduct
a significant transaction with foreign persons sanctioned under this authority. The imposition of sanctions such as those provided
in the HKAA is in practice discretionary and highly political, especially in a relationship as extensive and complex as that between
the United States and China. It is difficult to predict the full impact of the HKAA on Hong Kong and companies like us. Furthermore,
legislative or administrative actions in respect of Sino-U.S. relations could cause investor uncertainty for affected issuers,
including us, and the market price of our securities could be adversely affected.



Our business, financial condition and results of operations,
and/or the value of our common stock or our ability to offer or continue to offer securities to investors may be materially and
adversely affected to the extent the laws and regulations of the PRC become applicable to a company such as us.



We currently have only immaterial, non-substantive operations mainland
China. YeeTah does not sell any insurance products in mainland China or solicit customers or collect, store or process any personal
data of any customer in China, and is not regulated by any insurance regulator in mainland China. As a result, the laws and regulations
of the PRC do not currently have any material impact on YeeTah’s business, financial condition and results of operations.
However, as we operate in Hong Kong, a special administrative region of China, there is no guarantee that if certain existing or
future laws of the PRC become applicable to a company such as us, it will not have a material adverse impact on our business, financial
condition and results of operations and/or our ability to offer or continue to offer securities to investors, any of which may
cause the value of such securities to significantly decline or be worthless.





29







Except for the Basic Law, national laws of the PRC do not apply
in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. National
laws that may be listed in Annex III are currently limited under the Basic Law to those which fall within the scope of defense
and foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong. National laws and regulations relating
to data protection, cybersecurity and the anti-monopoly have not been listed in Annex III and so do not apply directly to Hong
Kong.



The laws and regulations in the PRC are evolving, and their enactment
timetable, interpretation and implementation involve significant uncertainties. To the extent any PRC laws and regulations become
applicable to us, we may be subject to the risks and uncertainties associated with the legal system in the PRC, including with
respect to the enforcement of laws and the possibility of changes of rules and regulations with little or no advance notice.



We may also become subject to the laws and regulations of the PRC
to the extent we commence business and customer facing operations in mainland China as a result of any future acquisition, expansion
or organic growth.



The PRC government exerts substantial influence and discretion
over the manner in which companies incorporated under the laws of PRC must conduct their business activities. We are a Hong Kong-based
company with no substantive operations in mainland China. However, if we were to become subject to such direct influence or discretion,
it may result in a material change in our operations and/or the value of our common stock, which would materially affect the interest
of the investors.



We have only immaterial, non-substantive operations in mainland
China. We primarily operate in Hong Kong, a special administrative region of China. In addition, YeeTah does not sell any insurance
products in mainland China or solicit any customer in China, and is not regulated by any insurance regulator in mainland China.
The PRC government currently does not exert direct influence and discretion over the manner in which we conduct our business activities
outside of mainland China, however, there is no guarantee that we will not be subject to such direct influence or discretion in
the future due to changes in laws or other unforeseeable reasons or as a result of our expansion or acquisition of operations in
mainland China. See “— Our business, financial condition and results of operations, and/or the value of our common
stock or our ability to offer or continue to offer securities to investors may be materially and adversely affected by existing
or future laws and regulations of the PRC which may become applicable to a company such as us.”



The PRC legal system is evolving rapidly and the PRC laws, regulations,
and rules may change quickly with little advance notice. In particular, because these laws, rules and regulations are relatively
new, and because of the limited number of published decisions and the non-precedential nature of these decisions, the interpretation
of these laws, rules and regulations may contain inconsistences, the enforcement of which involves uncertainties. The PRC government
has exercised and continues to exercise substantial control over many sectors of the PRC economy through regulation and/or state
ownership. Government actions have had, and may continue to have, a significant effect on economic conditions in the PRC and businesses
which are subject to such government actions.



If we were to become subject to the direct intervention or influence
of the PRC government at any time due to changes in laws or other unforeseeable reasons or as a result of our development, expansion
or acquisition of operations in the PRC, it may require a material change in our operations and/or result in increased costs necessary
to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. In addition, the market
prices of our common stock could be adversely affected as a result of anticipated negative impacts of any such government actions,
as well as negative investor sentiment towards Hong Kong-based companies subject to direct PRC government oversight and regulation,
regardless of our actual operating performance. There can be no assurance that the Chinese government would not intervene in or
influence our operations at any time.



We are not currently required to obtain permission from the PRC
government for the trading of our common stock on the OTCQB, however there is no guarantee that this will continue to be the case
in the future, or even when such permission is obtained, it will not be subsequently denied or rescinded. Any actions by the PRC
government to exert more oversight and control over offerings (including businesses whose primary operations are in Hong Kong)
that are conducted overseas and/or foreign investments in Hong Kong-based issuers could significantly limit or completely hinder
our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline
or be worthless.





30











Under the Holding Foreign Companies
Accountable Act, our securities may be prohibited from being traded on any U.S. securities exchange, including the New York Stock
Exchange and Nasdaq, or through any other trading method within the SEC’s regulatory jurisdiction, including the OTC markets
if our auditor is not inspected by the PCAOB for three consecutive years, and this ultimately could result in trading in our securities
being prohibited. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable
Act, which, if enacted, would amend the Holding Foreign Companies Accountable Act and require the SEC to prohibit an issuer’s
securities from trading on any U.S. stock exchanges or the OTC markets if its auditor is not subject to PCAOB inspections for two
consecutive years instead of three.



As part of a continued regulatory focus in the United States on
access to audit and other information currently protected by national law, in particular China’s, in June 2019, a bipartisan
group of lawmakers introduced bills in both houses of Congress that would require the SEC to maintain a list of issuers for which
the PCAOB is not able to inspect or investigate an auditor report issued by a foreign public accounting firm. The Ensuring Quality
Information and Transparency for Abroad-Based Listings on our Exchanges (EQUITABLE) Act prescribes increased disclosure requirements
for such issuers and, beginning in 2025, the delisting from national securities exchanges of issuers included for three consecutive
years on the SEC’s list. On May 20, 2020, the U.S. Senate passed S. 945, the Holding Foreign Companies Accountable Act, or
the HFCA Act. The HFCA Act was approved by the U.S. House of Representatives on December 2, 2020. On December 18, 2020, the former
U.S. president signed into law the HFCA Act. In essence, the HFCA Act requires the SEC to prohibit foreign companies from listing
securities on U.S. securities exchanges or trading through any other trading method within the SEC’s regulatory jurisdiction,
including trading on the OTC markets, if a company retains a foreign accounting firm that cannot be inspected by the PCAOB for
three consecutive years, beginning in 2021. The enactment of the HFCA Act and any additional rulemaking efforts to increase U.S.
regulatory access to audit information could cause investor uncertainty for affected issuers, including us, and the market price
of our securities could be adversely affected, and our securities could be prohibited from being traded on any U.S. national securities
exchange, or through any other trading method within the SEC’s regulatory jurisdiction, including the OTC markets if it is
unable to cure the situation to meet the PCAOB inspection requirement in time. On March 24, 2021, the SEC adopted interim final
rules relating to the implementation of certain disclosure and documentation requirements of the HFCA Act. We will be required
to comply with these rules if the SEC identifies it as having a “non-inspection” year under a process to be subsequently
established by the SEC. The SEC is assessing how to implement other requirements of the HFCA Act, including the listing and trading
prohibition requirements described above. If we fail to meet the new rules before the deadline specified thereunder, we could face
possible prohibition from trading on the OTCQB, deregistration from the SEC and/or other risks, which may materially and adversely
affect, or effectively terminate, our securities trading in the United States. On December 2, 2021, the SEC issued amendments to
finalize rules implementing the submission and disclosure requirements in the HFCA Act. The rules apply to registrants that the
SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located
in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority
in foreign jurisdictions.



Furthermore, on June 22, 2021, the
U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would amend the HFCA Act and
require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges or the OTC markets if its auditor
is not subject to PCAOB inspections for two consecutive years instead of three. On September 22, 2021, the PCAOB adopted a final
rule implementing the HFCA Act, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCA
Act, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction
because of a position taken by one or more authorities in that jurisdiction. On December 16,
2021, the PCAOB issued a Determination Report which found that the PCAOB is unable to inspect or investigate completely registered
public accounting firms headquartered in: (i) China, and (ii) Hong Kong.



The audit report included in this Report was issued by ZH CPA, LLC,
a U.S. based accounting firm that is registered with the PCAOB and can be inspected by the PCAOB. We have no intention of dismissing
ZH CPA, LLC in the future or engaging any auditor not based in the U.S. and not subject to regular inspection by the PCAOB. There
is no guarantee, however, that any future auditor engaged by the Company would remain subject to full PCAOB inspection during the
entire term of our engagement. The PCAOB is currently unable to conduct inspections in China or Hong Kong without the approval
of relevant government authorities. If it is later determined that the PCAOB is unable to inspect or investigate our auditor completely,
investor may be deprived of the benefits of such inspection. Any audit reports not issued by auditors that are completely inspected
by the PCAOB, or a lack of PCAOB inspections of audit work undertaken in China or Hong Kong that prevents the PCAOB from regularly
evaluating our auditors' audits and their quality control procedures, could result in a lack of assurance that our financial statements
and disclosures are adequate and accurate.



The SEC may propose additional rules or guidance that could impact
us if our auditor is not subject to PCAOB inspection. For example, on August 6, 2020, the President’s Working Group on Financial
Markets, or the PWG, issued the Report on Protecting United States Investors from Significant Risks from Chinese Companies to the
then President of the United States. This report recommended the SEC implement five recommendations to address companies from jurisdictions
that do not provide the PCAOB with sufficient access to fulfil its statutory mandate. Some of the concepts of these recommendations
were implemented with the enactment of the HFCA Act. However, some of the recommendations were more stringent than the HFCA Act.
For example, if a company’s auditor was not subject to PCAOB inspection, the report recommended that the transition period
before a company would be delisted would end on January 1, 2022.



The SEC has announced that the SEC staff is preparing a consolidated proposal
for the rules regarding the implementation of the HFCA Act and to address the recommendations in the PWG report. It is unclear when the
SEC will complete its rulemaking and when such rules will become effective and what, if any, of the PWG recommendations will be adopted.
The implications of this possible regulation in addition to the requirements of the HFCA Act are uncertain. Such uncertainty could cause
the market price of our securities to be materially and adversely affected, and our securities could be delisted and prohibited from being
traded on the national securities exchange earlier than would be required by the HFCA Act. If our securities are unable to be listed on
another securities exchange by then, such a delisting would substantially impair your ability to sell or purchase our securities when
you wish to do so, and the risk and uncertainty associated with a potential delisting would have a negative impact on the price of our
securities.





31







Risks Related to Our Common Stock



The limited public trading market may cause volatility in
our stock price.



The quotation of our common stock on the OTCQB does not assure that
a meaningful, consistent and liquid trading market currently exists, and in recent years such market has experienced extreme price
and volume fluctuations that have particularly affected the market prices of many smaller companies like us. Our common stock is
thus and will be subject to significant volatility. Sales of substantial amounts of our common stock, or the perception that such
sales might occur, could adversely affect prevailing market prices of our common stock.



An active and visible trading market for our common stock
may not develop.



Although our common stock is quoted on the OTCQB marketplace operated
by OTC Markets Group, Inc., trading has been very limited and we cannot predict whether an active market for our common stock will
develop in the future. We are not applying for the listing of our common stock on a national exchange. In the absence of an active
trading market:



| | ● | investors may have difficulty buying and selling or obtaining market quotations;
| | - | --------------------------------------------------------------------------------



| | ● | market visibility for shares of our common stock may be limited; and
| | - | --------------------------------------------------------------------



| | ● | a lack of visibility for shares of our common stock may have a depressive effect on the market price for shares of our common stock.
| | - | ------------------------------------------------------------------------------------------------------------------------------------



The OTCQB is an unorganized, inter-dealer, over-the-counter market
that provides significantly less liquidity than Nasdaq Stock Market or the New York Stock Exchange. The trading price of the common
stock is expected to be subject to significant fluctuations in response to variations in quarterly operating results, changes in
analysts’ earnings estimates, announcements of innovations by us or our competitors, general conditions in the industry in
which we operate and other factors. These fluctuations, as well as general economic and market conditions, may have a material
or adverse effect on the market price of our common stock.



We may not maintain qualification
for OTCQB inclusion, and therefore you may be unable to sell your shares.



Our common stock is eligible for quotation
on the OTCQB. However, trading of our common stock could be suspended. If for any reason our common stock does not become eligible
or maintain eligibility for quotation on the OTCQB or a public trading market does not develop, purchasers of shares of our common
stock may have difficulty selling their shares should they desire to do so. If we are unable to satisfy the requirements for quotation
on the OTCQB, any quotation in our common stock could be conducted in the “pink sheets” market. As a result, a purchaser
of our common stock may find it more difficult to dispose of, or to obtain accurate quotations as to the price of their shares.
This would materially and adversely affect the liquidity of our securities.



Even if a market for our common stock develops, the market
price of our common stock may be significantly volatile, which could result in substantial losses for purchasers.



The market price for our common stock may be significantly volatile
and subject to wide fluctuations in response to factors including the following:



| | ● | actual or anticipated fluctuations in our quarterly or annual operating results;
| | - | --------------------------------------------------------------------------------



| | ● | changes in financial or operational estimates or projections;
| | - | -------------------------------------------------------------



| | ● | conditions in markets generally;
| | - | --------------------------------



| | ● | changes in the economic performance or market valuations of companies similar to ours; and
| | - | ------------------------------------------------------------------------------------------



| | ● | general economic or political conditions in the United States or elsewhere.
| | - | ---------------------------------------------------------------------------





32







In some cases, following periods of volatility in the market price
of a company’s securities, stockholders have often instituted class action securities litigation against those companies.
Such litigation, if instituted, could result in substantial costs and diversion of management attention and resources, which could
significantly harm our business operations and reputation.



If we become directly subject to the scrutiny, criticism and
negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve
the matter which could harm our business operations, stock price and reputation.



U.S. public companies that have substantially all of their operations
in China have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory
agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered on financial and accounting irregularities
and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack
of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism and negative publicity, the
publicly traded stock of many U.S. listed Chinese companies sharply decreased in value and, in some cases, has become virtually
worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal
and external investigations into the allegations. Our operations are primarily conducted in Hong Kong but we have depended, and
expect to continue to depend, on visitors from mainland China to generate a majority of our revenues. We also seek to establish
collaboration with business partners in mainland China. It is not clear what effect this scrutiny, criticism and negative publicity
on China based companies will have on us, our business and our stock price, if any. If we become the subject of any unfavorable
allegations due to our dependence on Chinese visitors or relationship with business partners in mainland China, whether such allegations
are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our
company. This situation will be costly and time consuming and distract our management from growing our business. If such allegations
are not proven to be groundless, we and our business operations will be severely affected and you could sustain a significant decline
in the value of 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 89.0% 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 shareholders.



The Series B and Series Convertible 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 and Series C 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 and each share of Series C Preferred Stock is initially
entitled to eleven votes for each share of common stock into which such share of Series C Preferred Stock could then be converted.
Holders of Series B and Series C 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.





33







Our common stock may be considered a “penny stock,”
and thereby be subject to additional sale and trading regulations that may make it more difficult to sell.



Our common stock, which is currently quoted on OTCQB, may be considered
to be a “penny stock” if it does not qualify for one of the exemptions from the definition of “penny stock”
under Section 3a51-1 of the Exchange Act, as amended. Our common stock may be a “penny stock” if it meets one or more
of the following conditions: (i) the stock trades at a price less than $5.00 per share; (ii) it is NOT traded on a “recognized”
national exchange; (iii) it is not quoted on the Nasdaq Capital Market, or even if so, has a price less than $5.00 per share; or
(iv) is issued by a company that has been in business less than three years with net tangible assets less than $5 million. The
principal result or effect of being designated a “penny stock” is that securities broker-dealers participating in sales
of our common stock will be subject to the “penny stock” regulations set forth in Rules 15-2 through 15g-9 promulgated
under the Exchange Act. For example, Rule 15g-2 requires broker-dealers dealing in penny stocks to provide potential investors
with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document
at least two business days before effecting any transaction in a penny stock for the investor’s account. Moreover, Rule 15g-9
requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any
penny stock to that investor. This procedure requires the broker-dealer to: (i) obtain from the investor information concerning
his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as
to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement
setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy
of such statement from the investor, confirming that it accurately reflects the investor’s financial situation, investment
experience and investment objectives. Compliance with these requirements may make it more difficult and time consuming for holders
of our common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.



FINRA sales practice requirements may also limit your ability
to buy and sell our common stock, which could depress the price of our shares.



FINRA rules require broker-dealers to have reasonable grounds for
believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending
speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information
about the customer’s financial status, tax status and investment objectives, among other things. Under interpretations of
these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at
least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy
our common stock, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares,
and thereby depress our share price.



You may face significant restrictions on the resale of your
shares due to state “blue sky” laws.



Each state has its own securities laws, often called “blue
sky” laws, which (1) limit sales of securities to a state’s residents unless the securities are registered in
that state or qualify for an exemption from registration, and (2) govern the reporting requirements for broker-dealers doing
business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover
the transaction, or it must be exempt from registration. The applicable broker-dealer must also be registered in that state.



We do not know whether our securities will be registered or exempt
from registration under the laws of any state. A determination regarding registration will be made by those broker-dealers, if
any, who agree to serve as market makers for our common stock. We have not yet applied to have our securities registered in any
state and will not do so until we receive expressions of interest from investors resident in specific states after they have viewed
this Report. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to
buy, our securities. You should therefore consider the resale market for our common stock to be limited, as you may be unable to
resell your shares without the significant expense of state registration or qualification.





34







Our management has determined that our disclosure controls
and procedures are not effective and we have identified material weaknesses in our internal control over financial reporting.



In connection with the preparation of our financial statements for
the fiscal years ended March 31, 2021 and 2020, our management concluded that our internal control over financial reporting was
not effective and we identified several material weaknesses. A material weakness is a deficiency, or a combination of deficiencies,
in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual
or interim financial statements will not be prevented or detected on a timely basis. In addition, as of March 31, 2021, our management
concluded that our disclosure controls and procedures were not effective due to the material weaknesses in our internal control
over financial reporting. The material weaknesses result from the following: (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.



Each of the material weaknesses described above could result in
a misstatement of our accounts or disclosures that would result in a material misstatement of our annual or interim consolidated
financial statements that would not be prevented or detected. We cannot assure you that any measures we may take in the future
will be sufficient to remediate the material weaknesses described above or avoid potential future material weaknesses. If we are
unable to report financial information timely and accurately or to maintain effective disclosure controls and procedures, our stock
price could be negatively impacted and we could be subject to, among other things, regulatory or enforcement actions by the SEC.



If securities or industry analysts do not publish research
or reports about our business, or if they change their recommendations regarding our stock adversely, our stock price and trading
volume could decline.



The trading market for our common stock will be influenced by the
research and reports that industry or securities analysts publish about us or our business. We do not currently have and may never
obtain research coverage by industry or financial analysts. If no or few analysts commence coverage of us, the trading price of
our stock would likely decrease. Even if we do obtain analyst coverage, if one or more of the analysts who cover us downgrade our
stock, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to regularly publish
reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to
decline.



We do not foresee paying cash dividends in the foreseeable
future and, as a result, our investors’ sole source of gain, if any, will depend on capital appreciation, if any.



We do not plan to declare or pay any cash dividends on our shares
of common stock in the foreseeable future and currently intend to retain any future earnings for funding growth. As a result, investors
should not rely on an investment in our securities if they require the investment to produce dividend income. Capital appreciation,
if any, of our shares may be investors’ sole source of gain for the foreseeable future. Moreover, investors may not be able
to resell their common stock at or above the price they paid for them.



The rights of the holders of common stock may be impaired
by the potential issuance of preferred stock.



Our Board of Directors may, without stockholder approval, issue
preferred stock with voting, dividend, conversion, liquidation or other rights that could adversely affect the voting power and
equity interest of the holders of common stock. Preferred stock, which could be issued with the right to more than one vote per
share, could be utilized as a method of discouraging, delaying or preventing a change of control. The possible impact on takeover
attempts could adversely affect the price of our common stock. Although we have no present intention to issue any additional shares
of preferred stock or to create any new series of preferred stock, we may issue such shares in the future.



You may experience additional dilution as a result of future
equity offerings.



In order to raise additional capital, we have issued equity securities
in the past and may in the future offer additional shares of our common stock or other securities convertible into or exchangeable
for our common stock at prices that may not be the same as the price per unit in our previous equity offering. The price per share
at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future
transactions, may be lower than the price per share paid by investors in our previous equity offering.





35







Shares of our common stock that have not been registered under
federal securities laws are subject to resale restrictions imposed by Rule 144, including those set forth in Rule 144(i) which
apply to a former “shell company.”



Prior to the closing of the Share Exchange, we were deemed a “shell
company” under applicable SEC rules and regulations because we had no or nominal operations and either no or nominal assets,
assets consisting solely of cash and cash equivalents, or assets consisting of any amount of cash and cash equivalents and nominal
other assets. Pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
sales of the securities of a former shell company, such as us, under that rule are not permitted (i) until at least 12 months have
elapsed from the date on which our Current Report on Form 8-K reflecting our status as a non-shell company, was filed with the
SEC; (ii) unless at the time of a proposed sale, we are subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act and have filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable,
during the preceding 12 months, other than Form 8-K reports; or (iii) until the effectiveness of a registration statement under
the Securities Act relating to our common stock. Therefore, unless we register such shares of common stock for sale under the Securities
Act, most of our stockholders will be forced to hold their shares of our common stock for at least that 12-month period before
they are eligible to sell those shares, and even after that period, sales may not be made under Rule 144 unless we and the selling
stockholders are in compliance with other requirements of Rule 144. Further, it will be more difficult for us to raise funding
to support our operations through the sale of debt or equity securities unless we agree to register such securities under the Securities
Act, which could cause us to expend significant time and cash resources. Additionally, our previous status as a shell company could
also limit our use of our securities to pay for any acquisitions we may seek to pursue in the future (although none are currently
planned). The lack of liquidity of our securities as a result of the inability to sell under Rule 144 for a longer period of time
than a non-former shell company could cause the market price of our securities to decline.



|Item 1B. | Unresolved Staff Comments.
|-------- | --------------------------



Not applicable.



|Item 2. | Description of Property.
|------- | ------------------------



Our principal executive office is located at Room 715, 7F, The Place
Tower C, No. 150 Zunyi Road, Changning District, Shanghai, China 200051. We also lease office space located at Room 1005, 10/F,
Emperor Group Centre, 288, Hennessey Road, Wan Chai, Hong Kong, for a monthly rent of HKD23,000 (approximately US$2,963) under
a lease starting from May 2021.



We do not lease or own any other properties. Our principal executive
office is provided by Mr. Huihe Zheng free of charge.



|Item 3. | Legal Proceedings.
|------- | ------------------



There are no pending legal proceedings to which
the Company or its subsidiaries are a party or in which any director, officer or affiliate of the Company, any owner of record
or beneficially of more than 5% of any class of the Company’s voting securities, or security holder is a party adverse to
the Company or has a material interest adverse to the Company. 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 4. | Mine Safety Disclosures.
|------- | ------------------------



Not applicable.





36







PART II



|Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|------- | -------------------------------------------------------------------------------------------------------------



(a) Market Information



Our common stock is quoted on OTCQB Marketplace
operated by the OTC Markets under the symbol “QDMI.” There has been limited trading in our shares of common stock.
We cannot assure you that there will be an active market in the future for our common stock.



(b) Stockholders
of Record



Based upon information furnished by our transfer
agent, as of July 9, 2021, we had approximately 253 stockholders of record. Because some of our common stock is held by brokers
and other institutions on behalf of stockholders, we are unable to estimate the total number of beneficial stockholders.



(c) Dividends



We are permitted under the Florida law to provide
funding to our subsidiaries, including YeeTah, through loans or capital contributions without restrictions on the amount of the
funds. There are no restrictions or limitation on our ability to distribute earnings from our businesses, including subsidiaries,
to the U.S. investors.



YeeTah is permitted under the laws of Hong
Kong to provide funding to QDM HK and QDM BVI, the holding company incorporated in Hong Kong and the British Virgin Islands, respectively,
through dividend distribution without restrictions on the amount of the funds. YeeTah currently intends to retain all available
funds and future earnings, if any, for the operation and expansion of its business and does not anticipate declaring or paying
any dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion
of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements,
business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future
financing instruments.



Currently, substantially all of our operations
are in Hong Kong. We do not have or intend to set up any subsidiary or enter into any contractual arrangements to establish a VIE
structure with any entity in China. Since Hong Kong is a special administrative region of the PRC and the basic policies of the
PRC regarding Hong Kong are reflected in the Basic Law, providing Hong Kong with a high degree of autonomy and executive, legislative
and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”.
The laws and regulations of the PRC do not currently have any material impact on transfer of cash from us to YeeTah or from YeeTah
to us and the investors in the U.S.



We have never paid or declared any dividends
on our common stock and do not anticipate paying cash dividends in the foreseeable future. The declaration of dividends on any
class of shares is within the discretion of the board of directors, subject to the Florida law, out of legally available funds,
and will depend on the assessment of, among other factors, earnings, capital requirements and our operating and financial condition.
If we determine to pay dividends on any of our capital stock in the future, as a holding company, we will be dependent on receipt
of funds from our Hong Kong subsidiary YeeTah. None of our subsidiaries has made any dividends or distributions to us. Under the
current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by
us. There are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of HKD into foreign currencies
and the remittance of currencies out of Hong Kong. See “Item 1A. Risk Factors – Risks Related to Our Business and
Industry – We rely on dividends and other distributions on equity paid by our subsidiaries to fund any cash and financing
requirements we may have, and any limitation on the ability of our subsidiaries to make payments to us could have a material adverse
effect on our ability to conduct our business.”





37







(d) Securities
Authorized for Issuance under Equity Compensation Plans



We currently do not have any equity compensation
plans.



(e) Recent Sales
of Unregistered Securities



On June 20, 2019, 24/7 Kid issued an aggregate
of 13,500 shares Series B Preferred Stock to its directors as compensation for their services rendered.



On January 22, 2020, 24/7 Kid converted its
outstanding convertible notes including principal and accrued interest in the aggregate amount of $271,642 into 339,553 shares
of common stock at a conversion price of $.8 per share.



On February 11, 2020, 24/7 Kid issued 1,040,000
shares of common stock to Timothy Shannon in lieu of accrued compensation. On February 13, 2020, 24/7 Kid cancelled 330,000 shares
of common stock issued to Timothy Shannon.



The securities issued in the above transactions were issued pursuant
to an exemption from registration under Section 4(a)(2) of the Securities Act.



On February 11, 2020, 24/7 Kid converted 10,000
shares of Series A Preferred Stock into 100,000 shares of common stock. The issuance was made in reliance upon the exemption from
registration under Section 3(a)(9) of the Securities Act.



On April 8, 2020, upon effectiveness of the
Merger, we issued an aggregate of 1,667,658 shares of common stock and 13,500 shares of Series B Preferred Stock to the stockholders
of 24/7 Kid in exchange for shares of common stock and Series B Preferred Stock of 24/7 Kid on a one-for-one basis.



On October 21, 2020, upon closing of the Share
Exchange, we issued an aggregate of 900,000 shares of Series C Preferred Stock to the QDM BVI shareholder, with each share of Series
C Preferred Stock initially being convertible into 11 shares of our common stock, subject to certain adjustments and limitations.



On November 11, 2020, we issued 20,000 shares
of common stock to our directors and executive officers, with 5,000 shares of common stock issued to each person, for their services
rendered as directors and executive officers for 2020.



The issuances of shares of Series C Preferred
Stock and shares of common stock to our directors and executive officers were in reliance upon an exemption from the registration
requirements of the Securities Act pursuant to Section 4(a)(2) thereof.



On February 5, 2021, we entered into the Agreement
with HeWuHuiYing. Pursuant to the Agreement with HeWuHuiYing, HeWuHuiYing will promote our brand, products and services in mainland
China, including business development, market researches, referral and selection of business partners and clients, customer services
and other related services. In consideration for such services, we agreed to issue to HeWuHuiYing an aggregate of 1,500,000 Compensation
Shares (subject to equitable adjustment for stock splits, stock dividends, combinations, recapitalizations and the like, including
to account for any equity securities into which such shares are exchanged or converted; provided, however, HeWuHuiYing shall only
be entitled to (i) 50% of the Compensation Shares if we achieve a revenue of at least US$4 million for the fiscal year ended March
31, 2022; and (ii) the remaining 50% of the Compensation Shares if we achieve a revenue of at least US$6 million for the fiscal
year ended March 31, 2023. The determination of whether or not the performance targets are achieved shall be based on our audited
financial statements for the applicable period. The foregoing performance targets shall be met on an all-or-nothing basis, and
there shall be no partial issuance. Upon satisfaction of the performance targets, the applicable portion of the Compensation Shares
shall be issued to HeWuHuiYing in four equal installments on a quarterly basis beginning on the date of determination that the
applicable target is met.





38







The issuance of the Compensation Shares will
be in reliance upon an exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof.



On May 17, 2021, upon receipt of a conversion
notice from Huihe Zheng, we issued 4,049,254 Conversion Shares upon conversion of an aggregate of 368,114 Series C Preferred Stocks
at a conversion ratio of 1-for-11, pursuant to the terms of the Certification of Designation of Series C Preferred Stocks. The
issuance of Conversion Shares was deemed to be exempt from registration under the Securities Act, in reliance on Section 3(a)(9)
of the Securities Act.



(f) Purchases
of Equity Securities by the Issuer and Affiliated Purchasers



None.



|Item 6. | [Reserved].
|------- | -----------



|Item 7. | 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. Management’s Discussion and Analysis of Financial Condition and Results of Operations contains statements that
are forward-looking. These statements are based on current expectations and assumptions that are subject to risk, uncertainties
and other factors. These statements are often identified by the use of words such as “may,” “will,” “expect,”
“believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,”
and similar expressions or variations. Actual results could differ materially because of the factors discussed in “Risk Factors”
elsewhere in this Report, and other factors that we may not know.



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.



Following the change in control in March 2020,
we planned to conduct insurance brokerage business in Hong Kong, through either formation or acquisition of an existing insurance
brokerage business. To implement our business plan, during 2020, we engaged professionals (legal counsel and accountants) to evaluate
the optimal corporate structure for our new business and conduct due diligence on a potential target.



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 stockholder 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 a newly designated 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 primarily engaged in the sales
and distribution of insurance products in Hong Kong. Following the closing of the transaction, we have assumed the business operations
of QDM BVI and its subsidiaries.



Impact of COVID-19 and Protests



Impact of COVID-19



An outbreak of a novel strain of the coronavirus,
COVID-19, was identified in China and has subsequently been recognized as a pandemic by the World Health Organization. The COVID-19
pandemic has severely restricted the level of economic activity around the world. In response to this pandemic, the governments
of many countries, states, cities and other geographic regions, including Hong Kong, have taken preventative or protective actions,
such as imposing restrictions on travel and business operations and advising or requiring individuals to limit or forego their
time outside of their homes.





39







With social distancing measures having been
implemented to curtail the spread of COVID-19, insurance brokers in Hong Kong, such as YeeTah, which relied primarily on storefront
and in-person consultations for new business production faced an immediate slowdown. In addition, Hong Kong has suspended mainland
tourists’ free travel and requested those who travel from the mainland and enter Hong Kong undergo quarantine for 14 days.



Customers from mainland China contributed to
a large part of YeeTah’s commissions. Regulations require their physical presence in Hong Kong to complete the policy contract.
However, due to the political turmoil and travel restrictions related to the COVID-19 epidemic, mainland Chinese customers have
dropped sharply. As a result, YeeTah’s revenue from commissions on new business has decreased significantly. YeeTah’s
commissions from renewal premiums have also been materially affected since the mainland Chinese customers have been late in making
the renewal payments due to inability to visit Hong Kong to make the payments. Most of YeeTah’s mainland customers do not
have Hong Kong bank account and used to pay their premiums through credit card or in cash in person.



Impact of Protests in Hong Kong



Since early 2019, a number of political protests
and conflicts have occurred in Hong Kong in connection with proposed legislation that would allow local authorities to detain and
extradite people who are wanted in territories that Hong Kong does not have extradition agreements with, including mainland China
and Taiwan. On June 30, 2020, China’s National People’s Congress Standing Committee passed a national security law
for the Hong Kong Special Administrative Region (HKSAR). Hong Kong’s Chief Executive promulgated it in Hong Kong later the
same day. Among other things, it criminalizes separatism, subversion, terrorism and foreign interference in Hong Kong. The economy
of Hong Kong has been negatively impacted, including the retail market, property market, stock market, and tourism, from such protests.



Under the Basic Law of the Hong Kong Special
Administrative Region of the People’s Republic of China, Hong Kong is exclusively in charge of its internal affairs and external
relations, while the government of the PRC is responsible for its foreign affairs and defense. As a separate customs territory,
Hong Kong maintains and develops relations with foreign states and regions. We cannot assure you that the Hong Kong protests will
not affect Hong Kong’s status as a Special Administrative Region of the People’s Republic of China and thereby affecting
its current relations with foreign states and regions.



Our revenue is susceptible to Hong Kong protests
as well as any other incidents or factors which affect the stability of the social, economic and political conditions in Hong Kong.
As a result of the Hong Kong protests, we experienced a drop in new customers from mainland China beginning in June 2019, which
impacted our revenue for the period from June 2019 to the quarter ended June 30, 2020.



It is unclear whether there will be other political
or social unrest in the near future or that there will not be other events that could lead to the disruption of the economic, political
and social conditions in Hong Kong. If such events persist for a prolonged period of time or that the economic, political and social
conditions in Hong Kong are to be disrupted, our overall business and results of operations may be adversely affected.





40







Results of Operations



Years Ended March 31, 2021 and 2020



The following table presents an overview of
the results of operations for the years ended March 31, 2021 and 2020:



|                                    |  | For The Year Ended |          | For The Year Ended
|----------------------------------- |  | ------------------ | -------- | ------------------
|                                    |  | March 31, 2021     |          | March 31, 2020    
|Revenue                             |  | $                  | 123,438  |                   
|Cost of sales                       |  |                    | 123,046  |                   
|Gross profit                        |  |                    | 392      |                   
|Operating costs and expenses:       |  |                    |          |                   
|General and administrative expenses |  |                    | 314,867  |                   
|Total operating costs and expenses  |  |                    | 314,867  |                   
|Loss from operations                |  |                    | (314,475 | )                 
|Total other income                  |  |                    | 6,773    |                   
|Net loss                            |  | $                  | (307,702 | )                 



Revenue



Revenue decreased by approximately $98,000
or 44.2% for the year ended March 31, 2021 as compared to the same period of 2020. The decrease was mainly due to the decrease
in the number of customers resulting from the prolonged COVID-19 travel restriction imposed by Hong Kong government during the
year ended March 31, 2021.



Cost of sales



Cost of sales represented commissions paid
to individuals or companies who referred customers to us. The amount decreased by approximately $77,000 or 38.5% for the year ended
March 31, 2021 as compared to the same period of 2020. The decrease was in line with the decrease of revenue.



Gross margin



Gross margin was 0.3% for the year ended March
31, 2021 as compared to the 9.6% for the same period of last year. The lower gross margin in 2021 compared to 2020 was because
our commission costs for the year ended March 31, 2020 were lower. During the year ended March 31, 2021, we increased our commissions
for renewals for clients referred by YeeTah Financial from the previous year.



General and administrative expenses



General and administrative expenses consist
primarily of stock-based payments, employee salaries, office rents, insurance costs, general office operating expenses (e.g. utilities,
repairs and maintenance) and professional fees. General and administrative expenses decreased by approximately $278,000 or 46.9%
for the year ended March 31, 2021 as compared to the same period of 2020. The decrease was primarily due to a decrease of approximately
$269,000 in stock-based compensation to officers and directors due to less stock-based compensation was awarded in 2021. The remaining
decrease is related to other general and administrative expenses due to less operating activities in the year ended March 31, 2021.





41







Other income



Other income decreased by approximately $76,000
or 91.8% for the year ended March 31, 2021 as compared to the same period of 2020. The decrease was due to termination of certain
management services YeeTah provided to a related party in December 2019.



Net loss



As a result of the factors described above,
net loss for the year ended March 31, 2021 decreased by approximately $181,000 or 37.0% as compared to the same period of 2020.



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.



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 date. The resulting exchange differences are reported
in the statements of operations and comprehensive income.



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 Group’s balance sheets, income statement items and cash flow items for both the years ended March 31,
2021 and 2020.



Liquidity and Capital Resources



The Company



We have financed our operations primarily through
cash generated by operating activities, equity financings and advances from our principal stockholder. We are a holding company and conduct
substantially all of our operations through YeeTah, which is our only entity that has cash inflows and outflows. Our expenses are paid
directly either by YeeTah or our principal stockholder. There have been no cash and any asset transactions between us and our subsidiaries
since the Share Exchange.  As of March 31, 2021 and 2020, we had $35,605 and $62,780, respectively, in cash and cash equivalents,
which primarily consisted of cash deposited in banks.



|                                                    |  | March 31, 2021 |          | March 31, 2020
|--------------------------------------------------- |  | -------------- | -------- | --------------
|Net cash used in operating activities               |  | $              | (350,728 | )             
|Net cash provided by (used in) financing activities |  |                | 323,553  |               
|Net increase (decrease) in cash, cash equivalents   |  |                | (27,175  | )             
|Cash and cash equivalents at beginning of year      |  |                | 62,780   |               
|Cash and cash equivalents at end of year            |  | $              | 35,605   |               



Our working capital requirements mainly comprise
of commissions paid to technical representatives and referral fees, operating lease payments and employee salaries. Historically,
our capital requirements were generally met by cash generated from our operations, equity financings and funding from our principal
stockholder. In light of impact on our operations from the civilian protests in Hong Kong and the COVID-19 epidemic in China and
Hong Kong, we undertook certain cost cutting measures, including but not limited to, relocating to a new office with a much lower
rent and reducing the number of employees. Discretionary expenditures are also curtailed or reduced to save costs. In addition
to adjusting our operating expenditures, we will continue to seek opportunities of equity financings and financial supports from
our principal stockholder. Although historically we were successful in obtaining equity financings through the sales of our securities
and obtaining loans from our principal stockholder, the availability of such financings when required is dependent on many factors
beyond our control, such as the unforeseeable impact from COVID-19 and the recovery of the Hong Kong economy following the civilian
protests.





42







Operating Activities:



Net cash used in operating activities was approximately
$351,000 for the year ended March 31, 2021, compared to net cash used in operating activities of approximately $133,000 for 2020,
representing an increase of approximately $218,000 in the net cash outflow in operating activities. The increase in net cash used
in operating activities was primarily due to a decrease of net loss of $181,000 in the year ended march 31, 2021 as compared to
the same period of 2020, offset by the following working capital changes:



| | (1) | Change in accounts receivable resulted in an approximately $8,000 cash inflow for the year ended March 31, 2021, while for the year ended March 31, 2020, change in accounts receivable was an approximately $77,000 cash inflow, which led to an approximately $70,000 decrease in net cash inflow from operating activities.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Change in prepaid expenses resulted in an approximately $29,000 cash outflow for the year ended March 31, 2021, while for the year ended March 31, 2020, change in prepaid expenses resulted in a cash inflow of approximately $6,000, which led to an approximately $34,000 increase in net cash outflow from operating activities.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Change in accounts payable and accrued liabilities resulted in an approximately $14,000 cash outflow for the year ended March 31, 2021, while for the year ended March 31, 2020, change in accounts payable and accrued liabilities generated a cash inflow of approximately $30,000, which led to an approximately $44,000 increase in net cash outflow from operating activities.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Change in non-cash operating items resulted in an approximately $21,000 cash inflow for 2021, while for 2020, change in non-cash operating items resulted in a cash inflow of approximately $276,000, which led to an approximately $255,000 decrease in net cash inflow from operating activities
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Financing Activities:



Net cash generated from financing activities
was approximately $324,000 for the year ended March 31, 2021, which was attributable to the net results of: (i) stockholder advances
of approximately $626,000; (ii) cash used in reverse acquisition of approximately $251,000; (iii) cash of approximately $71,000
incurred for future equity issuance; and (iv) shareholder capital contributions of approximately $20,000;



Net cash generated from financing activities
was approximately $62,000 for the year ended March 31, 2020, which was attributable to the net results of: (i) stockholder advances
of approximately $66,000; (ii) cash used in repurchase of common stock of approximately $14,000; and (iii) repayment of stockholder
advances of approximately $35,000.



Material Commitments



We have no material commitments for the next
twelve months. We will, however, require additional capital to meet our liquidity needs.



We had one office lease agreement and our lease
commitments as of March 31, 2021 are summarized as follows:



|                            |  | Payments due by period
|--------------------------- |  | ----------------------
|                            |  | Total                 
|Operating lease obligations |  | $                     



Critical Accounting Policies



Please refer to the notes to the Company’s
consolidated financial statements included in this Report for details of critical accounting policies. There were no areas requiring
significant management judgments and estimates for the periods covered by this Report.





43







Off-balance Sheet Commitments and Arrangements



As of March 31, 2021, 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 7A. | Quantitative and Qualitative Disclosures About Market Risk.
|-------- | -----------------------------------------------------------



Not applicable.





44









|Item 8. | Financial Statements and Supplementary Data.
|------- | --------------------------------------------



Index to the Financial Statements



|                                                                                                       | Page
|------------------------------------------------------------------------------------------------------ | ----
|Reports of Independent Registered Public Accounting Firm                                               | F-2 
|                                                                                                       |     
|Consolidated Balance Sheets as of March 31, 2021 and 2020                                              | F-3 
|                                                                                                       |     
|Consolidated Statements of Operations for the years ended March 31, 2021 and 2020                      | F-4 
|                                                                                                       |     
|Consolidated Statement of Changes in Stockholders’ Deficit for the years ended March 31, 2021 and 2020 | F-5 
|                                                                                                       |     
|Consolidated Statements of Cash Flows for the years ended March 31, 2021 and 2020                      | F-6 
|                                                                                                       |     
|Notes to Consolidated Financial Statements                                                             | F-7 





F-1











REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM



To the Stockholders and Board of Directors of

QDM International Inc.



Opinion on the Financial Statements



We have audited the accompanying balance sheets
of QDM International Inc. and the subsidiaries (the “Company”) as of March 31, 2021 and 2020 and the related statements
of operations, shareholders’ equity, and cash flows for the two years period ended March 31, 2021, and the related notes
and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly,
in all material respects, the financial position of the Company as of March 31, 2021 and 2020, and the results of its operations
and its cash flows for the two years period ended March 31, 2021, in conformity with accounting principles generally accepted in
the United States of America.



Going Concern Matter



The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the
Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern.



Basis for Opinion



These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based
on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.



We conducted our audits in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required
to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.



Our audits included performing procedures to
assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.



/s/ ZH CPA, LLC



We have served as the Company’s auditor since
2021.



Denver, Colorado



July 12, 2021





F-2







QDM INTERNATIONAL
INC.

CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2021 AND 2020



|                                                                                                                                                     |  | March 31, 2021 |            | March 31, 2020
|---------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ---------- | --------------
|ASSETS                                                                                                                                               |  |                |            |               
|Current assets:                                                                                                                                      |  |                |            |               
|Cash and cash equivalents                                                                                                                            |  | $              | 35,605     |               
|Accounts receivable                                                                                                                                  |  |                | 2,250      |               
|Prepaid expenses                                                                                                                                     |  |                | 42,526     |               
|Deferred assets                                                                                                                                      |  |                | 70,673     |               
|Due from related parties                                                                                                                             |  |                | —          |               
|Total current assets                                                                                                                                 |  |                | 151,054    |               
|                                                                                                                                                     |  |                |            |               
|Property and equipment, at cost, net                                                                                                                 |  |                | —          |               
|                                                                                                                                                     |  |                |            |               
|Total assets                                                                                                                                         |  | $              | 151,054    |               
|                                                                                                                                                     |  |                |            |               
|LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                                                                |  |                |            |               
|Current liabilities:                                                                                                                                 |  |                |            |               
|Accounts payable & accrued liabilities                                                                                                               |  | $              | 5,055      |               
|Due to related parties                                                                                                                               |  |                | 556,497    |               
|                                                                                                                                                     |  |                |            |               
|Total current liabilities                                                                                                                            |  |                | 561,552    |               
|                                                                                                                                                     |  |                |            |               
|Stockholders’ equity deficit:                                                                                                                        |  |                |            |               
|Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 913,500 and 13,500 issued and outstanding                                           |  |                | 91         |               
|Common stock, $0.0001 par value, 200,000,000 shares authorized, 1,688,049 and 1,667,658 shares issued and 1,673,873 and 1,653,482 shares outstanding |  |                | 169        |               
|Subscription receivable                                                                                                                              |  |                | (48,718    | )             
|Treasury stock, 14,176 and 14,176 shares at cost                                                                                                     |  |                | (60,395    | )             
|Additional paid-in capital                                                                                                                           |  |                | 9,337,310  |               
|Accumulated deficit                                                                                                                                  |  |                | (9,638,955 | )             
|Total stockholders’ deficit                                                                                                                          |  |                | (410,498   | )             
|                                                                                                                                                     |  |                |            |               
|Total liabilities and stockholders’ deficit                                                                                                          |  | $              | 151,054    |               



See accompanying notes
to consolidated financial statements.





F-3







QDM INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31, 2021 AND 2020



|                                                     |  | For the Years Ended
|---------------------------------------------------- |  | -------------------
|                                                     |  | March 31           
|                                                     |  | 2021               
|Revenue                                              |  | $                  
|Cost of sales                                        |  |                    
|Gross profit                                         |  |                    
|                                                     |  |                    
|Operating expenses                                   |  |                    
|General & administrative expenses                    |  | $                  
|Total operating expenses                             |  |                    
|                                                     |  |                    
|Loss from operations                                 |  |                    
|                                                     |  |                    
|Other expense                                        |  |                    
|Interest expenses                                    |  |                    
|Other income                                         |  |                    
|Total other expense (income)                         |  |                    
|                                                     |  |                    
|Loss before income taxes                             |  |                    
|                                                     |  |                    
|Net loss                                             |  | $                  
|                                                     |  |                    
|Earnings (loss) per common share:                    |  |                    
|Basic loss per share                                 |  | $                  
|Diluted loss per share                               |  | $                  
|                                                     |  |                    
|Weighted average basic & diluted shares outstanding: |  |                    
|Preferred                                            |  |                    
|Common                                               |  |                    



See accompanying notes
to consolidated financial statements.





F-4







QDM INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’
DEFICIT
FOR THE YEARS ENDED MARCH 31, 2021 AND 2020



|                                                |  | Preferred Stock |           | Common Stock |  | Treasury Stock |             | Preferred Stock Amount |  | Common Stock Amount |        | Treasury Amount |  | Additional Paid-in Capital |     | Subscription Receivable |  | Accumulated Deficit |        | Total
|----------------------------------------------- |  | --------------- | --------- | ------------ |  | -------------- | ----------- | ---------------------- |  | ------------------- | ------ | --------------- |  | -------------------------- | --- | ----------------------- |  | ------------------- | ------ | -----
|March 31, 2019                                  |  |                 | 1,000,000 |              |  |                | 51,810,502  |                        |  |                     | 11,158 |                 |  | $                          | 100 |                         |  | $                   | 5,181  |      
|Share consolidation                             |  |                 | (990,000  | )            |  |                | (51,292,397 | )                      |  |                     | —      |                 |  |                            | (99 | )                       |  |                     | (5,129 | )    
|Net loss                                        |  |                 | —         |              |  |                | —           |                        |  |                     | —      |                 |  |                            | —   |                         |  |                     | —      |      
|Treasury stock purchased                        |  |                 | —         |              |  |                | —           |                        |  |                     | 3,018  |                 |  |                            | —   |                         |  |                     | —      |      
|Conversion of notes payable                     |  |                 | —         |              |  |                | 339,553     |                        |  |                     | —      |                 |  |                            | —   |                         |  |                     | 34     |      
|Share issuance                                  |  |                 | —         |              |  |                | 710,000     |                        |  |                     | —      |                 |  |                            | —   |                         |  |                     | 71     |      
|Preferred stock issuance                        |  |                 | 13,500    |              |  |                | —           |                        |  |                     | —      |                 |  |                            | 1   |                         |  |                     | —      |      
|Conversion of preferred stocks to common stocks |  |                 | (10,000   | )            |  |                | 100,000     |                        |  |                     | —      |                 |  |                            | (1  | )                       |  |                     | 10     |      
|Contribution from shareholders                  |  |                 | —         |              |  |                | —           |                        |  |                     | —      |                 |  |                            | —   |                         |  |                     | —      |      
|Forgiveness of shareholder advances             |  |                 | —         |              |  |                | —           |                        |  |                     | —      |                 |  |                            | —   |                         |  |                     | —      |      
|March 31, 2020                                  |  |                 | 13,500    |              |  |                | 1,667,658   |                        |  |                     | 14,176 |                 |  | $                          | 1   |                         |  | $                   | 167    |      
|Net loss                                        |  |                 | —         |              |  |                | —           |                        |  |                     | —      |                 |  |                            | —   |                         |  |                     | —      |      
|Contributions from shareholder                  |  |                 | —         |              |  |                | —           |                        |  |                     | —      |                 |  |                            | —   |                         |  |                     | —      |      
|Reverse take-over transaction costs             |  |                 | —         |              |  |                | —           |                        |  |                     | —      |                 |  |                            | —   |                         |  |                     | —      |      
|Share issuance for reverse split round-up       |  |                 | —         |              |  |                | 391         |                        |  |                     | —      |                 |  |                            | —   |                         |  |                     | —      |      
|Preferred shares issued                         |  |                 | 900,000   |              |  |                | —           |                        |  |                     | —      |                 |  |                            | 90  |                         |  |                     | —      |      
|Common shares issued                            |  |                 | —         |              |  |                | 20,000      |                        |  |                     | —      |                 |  |                            | —   |                         |  |                     | 2      |      
|Forgiveness of shareholder advances             |  |                 | —         |              |  |                | —           |                        |  |                     | —      |                 |  |                            | —   |                         |  |                     | 2      |      
|March 31, 2021                                  |  |                 | 913,500   |              |  |                | 1,688,049   |                        |  |                     | 14,176 |                 |  | $                          | 91  |                         |  | $                   | 169    |      



See accompanying notes
to consolidated financial statements.





F-5







QDM INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED MARCH 31, 2021 AND 2020



|                                                                            |  | March 31, 2021 |          | March 31, 2020
|--------------------------------------------------------------------------- |  | -------------- | -------- | --------------
|Cash flows from operating activities:                                       |  |                |          |               
|Net loss                                                                    |  | $              | (307,702 | )             
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                |          |               
|Depreciation                                                                |  |                | 335      |               
|Interest added to notes payable                                             |  |                | —        |               
|Share-based payments                                                        |  |                | 20,000   |               
|Write-off of fixed assets                                                   |  |                | 543      |               
|Changes in assets and liabilities:                                          |  |                |          |               
|Decrease in accounts receivable & other receivables                         |  |                | 7,615    |               
|(Increase) decrease in prepaid expenses                                     |  |                | (28,854  | )             
|Increase (decrease) in accounts payable and accrued liabilities             |  |                | (14,218  | )             
|Increase (decrease) in due to related party                                 |  |                | (28,447  | )             
|Net cash used in operating activities                                       |  |                | (350,728 | )             
|                                                                            |  |                |          |               
|Cash flows from financing activities:                                       |  |                |          |               
|Proceeds from related parties                                               |  |                | 625,504  |               
|Payments to related parties                                                 |  |                | —        |               
|Reverse take-over transaction costs                                         |  |                | (251,024 | )             
|Purchase of treasury stock                                                  |  |                | —        |               
|Deferred costs related to equity financing                                  |  |                | (70,673  | )             
|Contribution from shareholders                                              |  |                | 19,746   |               
|Net cash provided by (used) in financing activities                         |  |                | 323,553  |               
|                                                                            |  |                |          |               
|Net increase (decrease) in cash                                             |  |                | (27,175  | )             
|                                                                            |  |                |          |               
|Cash and cash equivalents, beginning                                        |  |                | 62,780   |               
|                                                                            |  |                |          |               
|Cash and cash equivalents, ending                                           |  | $              | 35,605   |               
|                                                                            |  |                |          |               
|Supplemental cash flow information:                                         |  |                |          |               
|Cash paid for interest                                                      |  | $              | —        |               
|Cash paid for income taxes                                                  |  | $              | —        |               
|Non-cash transactions:                                                      |  |                |          |               
|Forgiveness of shareholder advances                                         |  | $              | 44,872   |               



See accompanying notes to consolidated financial
statements.





F-6







QDM International Inc.

Notes to Consolidated Financial Statements
March 31, 2021 and 2020



1. Organization and principal activities



QDM International Inc. (“we,” the
“Company” or “QDM”) 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, 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 also
assists its customers with their investment through 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
stockholder, 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 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 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 by 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 acquisition 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 its wholly-owned subsidiary, 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.



Unless the context specifically requires otherwise,
the term “Company” used herein means QDM International Inc. together with its direct and indirect subsidiaries described
above.





F-7







Going Concern



The consolidated financial statements have
been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities
in the normal course of business for the foreseeable future. The Company has incurred a loss since inception resulting in an accumulated
deficit as of March 31, 2021. Accordingly, there is substantial doubt about the Company’s ability to continue as a going
concern.



The ability to continue as a going concern
is dependent upon the Company generating revenue and profit in the future and/or to obtain necessary financing to meet its obligations
and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs
over the next twelve months primarily through financings from the Company’s major shareholder, although the Company may seek
other sources of funding, including public and private offerings of securities.



These consolidated financial statements do
not reflect adjustments that would be necessary if the Company were unable to continue as a “going concern.” While
management believes that the actions already taken or planned, including adjusting its operating expenditures and obtaining financial
supports from its principal shareholder, will mitigate the adverse conditions and events which raise doubt about the validity of
the “going concern” assumption used in preparing these financial statements, there can be no assurance that these actions
will be successful. If the Company were unable to continue as a “going concern,” then substantial adjustments would
be necessary to the reported amounts of its liabilities, the reported expenses and the consolidated balance sheet classifications
used.



2. Summary of significant accounting policies



Basis of Presentation



On October 21, 2020, the Company’s board
of directors approved a change to its fiscal year end from December 31 to March 31, which is the fiscal year end of YeeTah, to
align its reporting periods to be more consistent with YeeTah.



The consolidated financial statements of the
Group are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).



Use of Estimates



The preparation of the Company’s consolidated
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.



Foreign Currency and Foreign Currency Translation



The Company’s reporting currency is the
US$. The Company’s operations are principally conducted in Hong Kong where Hong Kong dollar is the functional currency.



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 date. The resulting exchange differences are reported
in the statements of operations and comprehensive loss.





F-8







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 2021 and 2020.



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 March 31, 2021, 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 doubtful accounts and impairment.



The Company makes impairment loss for bad and
doubtful debts based on assessments of the recoverability of the trade and other receivables based on individual account analysis,
including the current creditworthiness and the past collection history of each debtor. Impairments arise when there is an objective
evidence indicate that the balances may not be collectible. The identification of bad and doubtful debts, in particular of a loss
event, requires the use of judgment and estimates, which involve the estimates of specific losses on individual exposures, as well
as a provision on historical trends of collections. Based on management of customers’ credit and ongoing relationship, management
makes conclusions whether any balances outstanding at the end of the period will be deemed uncollectible on an individual basis
and on aging analysis basis. The provision is recorded against accounts receivables balances, with a corresponding charge recorded
in the statements of income and comprehensive income. Delinquent account balances are written-off against the allowance for doubtful
accounts after management has determined that the likelihood of collection is not probable.



The Company historically did not have material
bad debts in accounts receivable. There were no bad debt expenses for the years ended March 31, 2021 and 2020 and there was no
provision for doubtful accounts as of March 31, 2021 and 2020.



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. The Company adopted ASC 606 for its fiscal year beginning on April 1,
2019 using the modified retrospective approach. There were no material unfinished contracts with customers on the adoption date
of ASC 606.



Prior to the adoption of ASC 606, under ASC
605, the basic criteria necessary for revenue recognition were:



| | (i) | Persuasive evidence of an arrangement exists,
| | --- | ---------------------------------------------



| | (ii) | Delivery has occurred or services have been rendered
| | ---- | ----------------------------------------------------



| | (iii) | The selling price is fixed or determinable, and
| | ----- | -----------------------------------------------



| | (iv) | Collectability is reasonably assured.
| | ---- | -------------------------------------





F-9







Revenue is recognized when the brokerage services
are rendered under ASC 605.



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 contracts with our
customers (insurance companies) primarily through written contracts. Performance obligation for these insurance brokerage contracts
is to help our insurance company customers to promote, coordinate and complete subscriptions of insurance policies offered by our
customers for sales of our products to our 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, due from related parties, accounts payable and accrued 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.



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 March 31, 2021.





F-10







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       |  | 20%                          |  | Nil                     
|Leasehold improvements |  | Shorter of lease term or 20% |  | 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 years
ended March 31, 2021 and 2020.



Leases



A lease for which substantially all the benefits
and risks incidental to ownership remain with the lessor is classified by the lessee as an operating lease. When a lease contains
rent holidays, the Company records the total expenses on a straight-line basis over the lease term.



Leases that substantially transfer to the Company
all the risks and rewards of ownership of assets are accounted for as capital leases. At the commencement of the lease term, a
capital lease is capitalized at the lower of the fair value of the leased asset and the present value of the minimum lease payments,
each determined at the inception of the lease.



The corresponding liability to the lessor is
included in the balance sheets as capital lease obligation. Lease payments are apportioned between the finance charge and the reduction
of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant
periodic rate of interest on the remaining balance of the liability.



Assets under capital leases are depreciated
the same as owned assets over the shorter of the lease term and their estimated useful lives.





F-11







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.



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.
ASC 718 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.



Earnings per share



Basic earnings per share is computed by dividing
net income attributable to common shareholders 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 common shareholders 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.





F-12







Recently Issued Accounting Standards



The Company has reviewed all the 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. Deferred Asset



Deferred asset of $70,673 as of March 31, 2021
represented prepaid transaction costs in relation to future equity financing. The amount will be charged against share capital
when the respective equity financing is completed.



4. 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 Share Consolidation).



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 Share Consolidation) to its former Chief Executive Officer and President, TimShannon,to settle $71,080 accrued compensation expenses owing to Tim Shannon.



There were no treasury stock transactions during
the year ended March 31, 2021. During the year ended March 31, 2020, the Company redeemed 3,018 (301,800 before the Reverse Stock
Split) shares of common stock at a cost of $13,815.



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 provided in 2020.



Preferred Stock



On June 20, 2019, the Company issued an aggregate
of 13,500 (1,350,000 before the Reverse Stock Split) shares of Preferred Series B stock to its Board of Directors for services
rendered.



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.



On October 8, 2020, the Company filed an amendment
to its Articles of Incorporation to designate 900,000 shares of its authorized preferred stock as Series C Convertible Preferred
Stock. The Series C Preferred Shares will be entitled to receive any dividends or distributions paid in respect of the Common Stock
on an as-converted basis. Holders of Series C Preferred Shares will be entitled to vote, together with the holders of Common Stock,
on an as-converted basis on all matters submitted to a vote of the holders of Common Stock. Each Series C Preferred Share is convertible
into Common Stock at an initial conversion rate of 1-for-11.



On October 21, 2020, as part of the Share Exchange
with QDM BVI, the Company issued 900,000 Series C Preferred Shares to Huihe Zheng, the sole shareholder of QDM BVI and the Chairman
and Chief Executive Officer of QDM.





F-13







Additional Paid-in Capital



During the year ended March 31, 2020, the Company
recorded capital contribution from shareholder of $61,980, of which $48,718 was related to subscription of QDM BVI’s shares
and the amount has yet to be paid by the shareholder. The remaining $13,262 was cash contribution from QDM’s shareholder
for working capital uses. The total capital contribution was recorded in additional paid-in-capital.



During the year ended March 31, 2020, TimShannon 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.



During the year ended March 31, 2021, the Company
received capital contribution of $19,747 from its principal shareholder for working capital uses. The capital contribution was
recorded in additional paid-in capital.



On October 21, 2020, as a result of the Share
Exchange with QDM BVI, the Company completed a reverse acquisition with QDM BVI. The transaction costs of $251,024 in connection
with the reverse acquisition was recorded into additional paid-in capital.



On March 31, 2021, Huihe Zheng, the Company
principal stockholder, forgave the $44,872 shareholder advance balance that YeeTah 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.



5. Related Party Transaction



Related Parties





|Name of related parties |  | Relationship with the Company                                                              
|----------------------- |  | -------------------------------------------------------------------------------------------
|Siu Ping Lo             |  | Responsible officer of YeeTah and former director of YeeTah (resigned on December 31, 2019)
|Huihe Zheng             |  | Principal Stockholder, Chief Executive Officer and Chairman of the Company                 
|YeeTah Financial        |  | A company controlled by Siu Ping Lo                                                        
|Tim Shannon             |  | Chief Financial Officer of the Company                                                     



Related Party Transactions



| | (i) | During the year ended March 31, 2021, the Company generated US$ nil (2020: US$107,308) other income from providing management services to YeeTah Financial.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | During the year ended March 31, 2021, YeeTah Financial charged YeeTah US$121,200 (2020: US$190,496) commission expenses in relation to insurance referral services rendered by YeeTah Financial.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | During the year ended March 31, 2021, Huihe Zheng paid US$240,000 (2020: US$ nil) on behalf of the Company for costs associated with the Share Exchange.
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | During the year ended March 31, 2021, Huihe Zheng advanced US$385,504 (2020: US$53,205) to the Company to support its operations.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------



| | (v) | During the year ended March 31, 2021, the Company received $19,747 (2020: US$13,262) in capital contributions from Tim Shannon for working capital uses.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------





F-14







Due from Related Party Balance



The Company’s due from related party
balance as of March 31, 2021 and 2020 is as follows:



|            |  | March 31, 2021 |   | March 31, 2020
|----------- |  | -------------- | - | --------------
|            |  | US$            |   | US$           
|Huihe Zheng |  |                | — |               



The related party balance as of March 31, 2020
was unsecured, interest-free and due on demand.



Due to Related Party Balance



The Company’s due to related party balance
as of March 31, 2021 and 2020 is as follows:



|                 |  | March 31, 2021 |         | March 31, 2020
|---------------- |  | -------------- | ------- | --------------
|                 |  | US$            |         | US$           
|Huihe Zheng      |  |                | 533,590 |               
|YeeTah Financial |  |                | 22,907  |               
|Total            |  |                | 556,497 |               



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



Subscription Receivable Due from a Shareholder



The Company’s subscription receivable
due from a shareholder balances as of March 31, 2021 and 2020 are as follows:



|            |  | March 31, 2021 |        | March 31, 2020
|----------- |  | -------------- | ------ | --------------
|            |  | US$            |        | US$           
|Huihe Zheng |  |                | 48,718 |               



The due from shareholder balances represent
the purchase price for shares of QDM BVI to be paid by Mr. Huihe Zheng. These due from shareholder balances at of the balance sheet
dates are unsecured, interest-free and due on demand.



6. Income Taxes



Hong Kong



Under the current Hong Kong Inland Revenue
Ordinance, the Group’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.



The Group did not have current income tax expenses
for the years ended March 31, 2021 and 2020 since it did not have taxable incomes in these two years.





F-15







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.



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 2021 (2020: 21%).



Uncertain tax positions



The Group 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 March 31, 2021, and 2020, the Group did not have any significant unrecognized uncertain
tax positions.



7. Commitments and Contingencies



Operating Leases



The Company has entered into a non-cancellable office operating
lease. The future aggregate minimum lease payments under this non-cancellable operating lease are as follows:



|                                  |  | Payments due by period
|--------------------------------- |  | ----------------------
|                                  |  | Total                 
|Operating lease obligations (US$) |  |                       



The Company recorded rent expenses of US$41,552 and US$38,570 in
general and administrative expenses in the statements of operations and comprehensive loss during the years ended March 31, 2021
and 2020, respectively.



Other Commitments



The Company did not have other significant commitments, long-term
obligations, or guarantees as of March 31, 2021.



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
our business, financial position, cash flows or results of operations taken as a whole. As of March 31, 2021, the Company is not
a party to any material legal or administrative proceedings.





F-16







8. Loss Per Share



Basic and diluted net loss per share for each
of the years presented are calculated as follows:



Basic loss per share is computed using the
weighted average number of ordinary shares outstanding during the period. Diluted earnings per share is computed using the weighted
average number of ordinary shares and dilutive ordinary share equivalents outstanding during the period.



|                                                                         |  | March 31, 2021 |           | March 31, 2020
|------------------------------------------------------------------------ |  | -------------- | --------- | --------------
|                                                                         |  | US$            |           | US$           
|Numerator:                                                               |  |                |           |               
|Net loss attributable to ordinary shareholders—basic and diluted         |  |                | (307,702  | )             
|                                                                         |  |                |           |               
|Denominator:                                                             |  |                |           |               
|Weighted average number of ordinary shares outstanding—basic and diluted |  |                | 1,661,523 |               
|                                                                         |  |                |           |               
|Loss per share attributable to ordinary shareholders —basic and diluted  |  |                | (0.19     | )             





9. Subsequent Events



In accordance with ASC 855-10, the Company
has analyzed its operations subsequent to March 31, 2021 has determined that it does not have any other material subsequent events
to disclose in these financial statements other than the ones below:



On April 29, 2021, the Company consummated
an initial closing of a “best efforts” self-underwritten public offering of our common stock, par value $0.0001 per
share, in which the Company issued and sold an aggregate of 501,250 shares of our common stock at a price of $0.40 per share to
certain investors, generating gross proceeds of $200,500.



On May 17, 2021, upon receipt of a conversion
notice from Huihe Zheng, the Company issued 4,049,254 shares of the Company’s common stock, par value $0.0001 per share,
upon conversion of an aggregate of 368,114 Series C Preferred Shares at a conversion ratio of 1-for-11.





F-17







|Item 9. | Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.
|------- | -------------------------------------------------------------------------------------



None.



|Item 9A | 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 Certifying Officers or
persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.



Under the supervision of our Chief Executive
Officer and Chief Financial Officer (the “Certifying Officers”), we evaluated 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 the end of the period covered
by this Report due to the material weakness in our internal control over financial reporting discussed below.



Management’s Report on Internal Controls
over Financial Reporting



Management is responsible for establishing
and maintaining adequate internal control over our financial reporting. In order to evaluate the effectiveness of internal control
over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. In making this assessment, management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated
Framework. A material weakness is a deficiency or a combination of deficiencies, in internal control over financial reporting,
such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements
will not be prevented or detected on a timely basis. We have identified the following material weaknesses, which are indicative
of many small companies with small staff, as of March 31, 2021: (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.



Because of these material weaknesses, management
has concluded that we did not maintain effective internal control over financial reporting as of March 31, 2021, based on the criteria
established in “2013 Internal Control-Integrated Framework” issued by COSO.



The Company will plan to design and implement
the internal control procedures commensurate to the size of the Company to remediate the above three areas of material weaknesses
when resources are available.



This Report does not include an attestation
report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s
report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit
us to provide only management’s report.



Changes in Internal Control over Financial
Reporting



There were no changes in our internal control
over financial reporting during the fiscal quarter ended March 31, 2021 that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.



|Item 9B. | Other Information
|-------- | -----------------



None.



|Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
|-------- | -------------------------------------------------------------------



Not applicable.





45







PART III





|Item 10. | Directors, Executive Officers and Corporate Governance.
|-------- | -------------------------------------------------------



The following tables set forth the respective
positions and ages of the directors and executive officers of the Company as of the date of this Report. Each director of the Company
has been elected to hold office until the next annual meeting of stockholders and thereafter until his or her successor is elected
and has qualified.



|Name          |  | Age |  | Positions                                                    |  | Date First Appointed
|------------- |  | --- |  | ------------------------------------------------------------ |  | --------------------
|Huihe Zheng   |  | 40  |  | Chairman of the Board, Chief Executive Officer and President |  | April 8, 2020       
|Tim Shannon   |  | 59  |  | Chief Financial Officer and director                         |  | April 8, 2020       
|Timothy Miles |  | 74  |  | Director                                                     |  | April 8, 2020       
|Huili Shen    |  | 38  |  | Secretary and director                                       |  | April 8, 2020       



Biographical Information



Huihe Zheng has more than twenty
years of experience in investment and wealth management. Mr. Zheng has served as President, Treasurer and Secretary of Sleepaid
Holding Co., a company incorporated in Nevada since March 2020, a director of the company since March 2019 and is a principal stockholder
of the company. Mr. Zheng has also served as Chairman of Shanghai Dingchan Industrial Co., Ltd., a company primarily engaged in
wholesale and distribution of computer equipment and components since he founded the company in November 2013. Mr. Zheng has served
as Chief Executive Officer and Chairman of Shanghai Hewu Investment Management Co., Ltd., an investment company, since he founded
the company in January 2016. Mr. Zheng has also served as a director, Chief Executive Officer and President of 24/7 Kid, the Company’s
wholly owned subsidiary since March 2020. From 1999 to 2016, Mr. Zheng primarily focused on securities trading in stock markets
in China and abroad for his own account. We believe Mr. Zheng’s experience in business management, investment and capital
market qualifies him to serve on our board of directors.



Tim Shannon has served as the
Chief Financial Officer of 24/7 Kid, the wholly owned subsidiary of the Company, since June 2005 and director of 24/7 Kid from
inception until May 2020. Mr. Shannon served as President and Chief Executive Officer of 24/7 Kid from November 1998 until March
2020. From 1990 to 1994, Mr. Shannon was an investment advisor with Great Western Securities and Hearn Financial Services in Orlando,
Florida. In 1995, he co-founded Shannon/Rosenbloom Marketing, a marketing and investor relations company, with Brian Rosenbloom,
a former director of 24/7 Kid and served as its Vice President July 1995 until November 1998. Mr. Shannon spent six years as a
system engineer and marketing representative with IBM after graduating in 1983 from the University of South Florida’s Engineering
College with a bachelor’s degree in Computer Science.



Timothy Miles has been the president
and owner of Happiness Now Hypnosis, a hypnotherapy company, since 2016. Mr. Miles has also served as a director of 24/7 Kid since
January 2020. From 1999 through 2016, Mr. Miles was the president of Littlepond Enterprises, Inc., a business consulting firm.
Mr. Miles attended the University of California at Davis, but did not receive a degree. We believe Mr. Miles’ decades’
experience in business management and consulting qualifies him to serve on our board of directors.



Huili Shen has served as the
managing graphic designer at Ctrip Travel Network Technology Co., Ltd., a travel services company, since November 2010. From May
2006 to October 2010, Ms. Shen was an assistant graphic designer at Huiguang Technology Co., Ltd, a software company. Ms. Shen
worked as a graphic designer at Haotian Technology Shanghai Co., Ltd., a software company, from September 2003 to April 2006. Ms.
Shen graduated from Sanda University with a bachelor’s degree in graphic design. We believe Ms. Shen’s experience in
management qualified her to serve on our board of directors.





46







Director Independence



We are not currently listed on a national stock
exchange and not required to maintain a majority of independent directors. However, we believe that Timothy Miles qualifies as
an independent director as defined under the rules of the OTCQB Marketplace.



Family Relationships



There are no family relationships among our
directors and executive officers.



The Board and Committees



We do not have any independent directors. We
are not required to maintain a majority of independent directors or the foregoing committees under the rules applicable to companies
that do not have securities listed or quoted on a national securities exchange. Our board of directors does not maintain a separate
audit, nominating, or compensation committee. Functions customarily performed by such committees are performed by our board of
directors as a whole.



Involvement in Certain Legal Proceedings



None of our directors and executive officers
have been involved in any of the following events during the past ten years:



| | ● | any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;                                                                                                                                                                                                                                                   
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ● | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);                                                                                                                                                                                                                                                                                                                     
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ● | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;                                                                                            
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ● | being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;                                                                                                                                                                                                              
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ● | being subject of, or a party to, any federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ● | being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.                                                                                                                                                 



Code of Conduct and Ethics



We currently do not have a Code of Ethics and
plan to adopt one as we develop our business.





47







Section 16 Compliance



Section 16(a) of the Securities Exchange Act
of 1934, as amended, requires the Company’s officers, directors and persons who beneficially own more than ten percent of
its Common Stock to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required
to furnish the Company with copies of all Section 16(a) forms they file. Based solely on our review of such forms furnished to
us, we believe that all reports applicable to our executive officers, directors and greater than ten percent beneficial owners
were filed in a timely manner in accordance with Section 16(a) of the Exchange Act except that each of Messrs. Zheng and Miles
was late for filing a Form 4.



|Item 11. | Executive Compensation.
|-------- | -----------------------



The following table sets forth the cash and
non-cash compensation awarded to or earned by each individual who served as the executive officer during the fiscal years ended
March 31, 2021 and 2020.



Summary of Executive Compensation Table



|Name and Principal Position                |  | Year |      | Salary ($) |  | Stock Awards ($) |        | Option Awards ($) |  | Nonqualified Deferred Compensation Earnings ($) |        | All Other Compensation ($) |  | Total ($)
|------------------------------------------ |  | ---- | ---- | ---------- |  | ---------------- | ------ | ----------------- |  | ----------------------------------------------- | ------ | -------------------------- |  | ---------
|Huihe Zheng                                |  |      | 2021 |            |  |                  | —      |                   |  |                                                 | —      |                            |  |          
|Chief Executive Officer and Chairman(1)(2) |  |      | 2020 |            |  |                  | —      |                   |  |                                                 | —      |                            |  |          
|                                           |  |      |      |            |  |                  |        |                   |  |                                                 |        |                            |  |          
|Tim Shannon (2)                            |  |      | 2021 |            |  |                  | —      |                   |  |                                                 | —      |                            |  |          
|Chief Financial Officer and director       |  |      | 2020 |            |  |                  | 65,000 |                   |  |                                                 | 55,000 |                            |  |          



|(1) | Mr. Zheng was appointed as Chief Executive Officer and director of YeeTah on December 30, 2019.                                                                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                     
|(2) | During the fiscal year ended March 31, 2020, Mr. Shannon’s salary was $10,000 per month. The Company converted $55,000 of Mr. Shannon’s accrued compensation to common stock as part of the 710,000 shares issued. Each of Mr. Zheng and Mr. Shannon received additional compensation for his services as a director. See “- Director Compensation.”



Outstanding Equity Awards at Fiscal Year End



None.



Employment Agreements



We presently do not have any employment agreements
or other compensation arrangements with our executive officers.



Director Compensation



Directors received stock compensation in the
fiscal year ended March 31, 2021 in the form of shares of common stock. All directors are reimbursed for ordinary and necessary
expenses incurred in attending any meeting of the board of directors or otherwise incurred in their capacities as directors. The
following table shows for the fiscal year ended March 31, 2021, certain information with respect to the stock compensation of
our directors:



|Name          |  | Number of Shares |       | Value ($)
|------------- |  | ---------------- | ----- | ---------
|Tim Shannon   |  |                  | 5,000 |          
|Timothy Miles |  |                  | 5,000 |          
|Huihe Zheng   |  |                  | 5,000 |          
|Huili Shen    |  |                  | 5,000 |          





48







On April 12, 2021, the Board of Directors approved
an annual cash compensation of $6,000 to each of Tim Shannon, the Chief Financial Officer of the Company and Timothy Miles, a director
of the Company to retain their services. The annual cash compensation of Mr. Shannon and Mr. Miles is paid on a quarterly basis
in advance, commencing on April 1, 2021.



Directors received stock compensation in the
fiscal year ended March 31, 2020 in the form of Series B Preferred Stock. All directors are reimbursed for ordinary and necessary
expenses incurred in attending any meeting of the board of directors or otherwise incurred in their capacities as directors. An
aggregate of 13,500 Series B Preferred Stock with value of $212,985 were issued to director services rendered in the fiscal year
ended March 31, 2020.



|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 6,238,553 shares of common 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 Class B Preferred Stock Owned |      | Percentage of Shares of Class B Preferred Stock Owned |  | Number of Shares of Class C Preferred Stock Owned |        | Percentage of Shares of Class C Preferred Stock Owned |  | Percentage of Aggregate Voting Power
|---------------------------------------------------- |  | -------------------------------------- | --------- | ------------------------------------------ |  | ------------------------------------------------- | ---- | ----------------------------------------------------- |  | ------------------------------------------------- | ------ | ----------------------------------------------------- |  | ------------------------------------
|Huihe Zheng                                          |  |                                        | 4,764,254 |                                            |  |                                                   | 76.4 | %                                                     |  |                                                   | 13,500 |                                                       |  |                                     
|Directors and Officers                               |  |                                        |           |                                            |  |                                                   |      |                                                       |  |                                                   |        |                                                       |  |                                     
|Huihe Zheng                                          |  |                                        | 4,764,254 |                                            |  |                                                   | 76.4 | %                                                     |  |                                                   | 13,500 |                                                       |  |                                     
|Tim Shannon(3)                                       |  |                                        | 5,834     |                                            |  |                                                   | *    |                                                       |  |                                                   | —      |                                                       |  |                                     
|Huili Shen                                           |  |                                        | 5,000     |                                            |  |                                                   | *    |                                                       |  |                                                   | —      |                                                       |  |                                     
|Timothy Miles(4)                                     |  |                                        | 5,000     |                                            |  |                                                   | *    |                                                       |  |                                                   | —      |                                                       |  |                                     
|All officers and directors as a group (four persons) |  |                                        | 4,780,088 |                                            |  |                                                   | 76.6 | %                                                     |  |                                                   | 13,500 |                                                       |  |                                     



* 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 11 votes initially on all corporate matters submitted for stockholder approval.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------



|(3) | The address for this shareholder is PO Box 372568, Satellite Beach, FL 32937.
|--- | -----------------------------------------------------------------------------



|(4) | The address for this shareholder is PO Box 30, Dundee, MI 48131.
|--- | ----------------------------------------------------------------





49







|Item 13. | Certain Relationships and Related Transactions, and Director Independence.
|-------- | --------------------------------------------------------------------------



During the fourth quarter of 2018 and first
quarter of 2019, our wholly owned subsidiary, 24/7 Kid issued convertible promissory notes in the aggregate principal of $241,067
to certain of its shareholders and affiliates of such shareholders. These notes born a simple interest at 12% per annum and had
terms ranging from approximately one to two years. These notes were convertible into shares of common stock of 24/7 Kid at the
option of the holders at a conversion price of $0.008 per shares, subject to certain adjustments. On January 22, 2020, 24/7 Kid
converted these notes with accrued interest in the aggregate amount of $271,642 into 339,553 (33,955,250 before the Reverse Stock
Split) shares of its common stock



In June 2019, directors of 24/7 Kid received
stock compensation an aggregate of 13,500 (1,350,000 before the Reverse Stock Split) shares of Series B Preferred Stock.



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 Share Consolidation) to its former Chief Executive Officer and President, Tim Shannon, to settle $71,080 accrued compensation
expenses owing to Tim Shannon.



In October 2020, we entered into the Share
Exchange Agreement with QDM BVI, and the QDM BVI Shareholder, 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, with each share of Series C Preferred Stock initially being convertible into 11 shares of our common
stock, par value $0.0001 per share, 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.



We also had the following related party transactions for the fiscal
years ended March 31, 2021 and 2020:



| | (i) | During the year ended March 31, 2021, the Company generated US$ nil (2020: US$107,308) other income from providing management services to YeeTah Financial.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | During the year ended March 31, 2021, YeeTah Financial charged YeeTah US$121,200 (2020: US$190,496) commission expenses in relation to insurance referral services rendered by YeeTah Financial.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | During the year ended March 31, 2021, Huihe Zheng paid US$240,000 (2020: US$ nil) on behalf of the Company for costs associated with the Share Exchange.
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | During the year ended March 31, 2021, Huihe Zheng advanced US$385,504 (2020: US$53,205) to the Company to support its operations.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------



| | (v) | During the year ended March 31, 2021, the Company received $19,747 (2020: US$13,262) in capital contributions from Tim Shannon for working capital uses.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------



On March 31, 2021, Huihe Zheng, the Company
principal stockholder, forgave the $44,872 shareholder advance balance that YeeTah 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.



Due from Related Party Balance



The Company’s due from related party
balance as of March 31 2021 and 2020 is as follows:



|            |  | March 31, 2021 |   | March 31, 2020
|----------- |  | -------------- | - | --------------
|            |  | US$            |   | US$           
|Huihe Zheng |  |                | — |               





50







The related party balance as of March 31, 2021
and 2020 was unsecured, interest-free and due on demand.



Due to Related Party Balance



The Company’s due to related party balance
as of March 31 2021 and 2020 is as follows:



|                 |  | March 31, 2021 |         | March 31, 2020
|---------------- |  | -------------- | ------- | --------------
|                 |  | US$            |         | US$           
|Huihe Zheng      |  |                | 533,590 |               
|YeeTah Financial |  |                | 22,907  |               
|Total            |  |                | 556,497 |               



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



Subscription Receivable Due from a Shareholder



The Company’s subscription receivable
due from a shareholder balances as of March 31, 2021 and 2020 are as follows:



|            |  | March 31, 2021 |        | March 31, 2020
|----------- |  | -------------- | ------ | --------------
|            |  | US$            |        | US$           
|Huihe Zheng |  |                | 48,718 |               



The due from shareholder balances represent
the purchase price for shares of QDM BVI to be paid by Mr. Huihe Zheng. These due from shareholder balances at of the balance sheet
dates are unsecured, interest-free and due on demand.



As described above, on October 21, 2020, we
acquired all the issued and outstanding capital stock of QDM BVI pursuant to the Share Exchange Agreement and QDM BVI became our
wholly owned subsidiary. The acquisition was accounted for as a recapitalization effected by a share exchange, wherein 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. Consequently, the assets and liabilities and the historical operations
that will be reflected in the financial statements prior to the Share Exchange will be the Group and will be recorded at the historical
cost basis of the Group, and the consolidated financial statements after completion of the Share Exchange will include the assets
and liabilities of the Group, historical operations of the Group, and operations of the Company and its subsidiaries from the closing
date of the Share Exchange.



|Item 14. | Principal Accountant Fees and Services.
|-------- | ---------------------------------------



The following table sets forth fees billed
to us by our independent registered public accounting firm, ZH CPA, LLC , during the fiscal years ended March 31, 2021 and 2020
for: (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements;
(ii) services by our independent registered public accounting firms that are reasonably related to the performance of the audit
or review of our financial statements and that are not reported as audit fees; (iii) services rendered in connection with tax compliance,
tax advice and tax planning; and (iv) all other fees for services rendered.



|                   |  | 2021 |        | 2020
|------------------ |  | ---- | ------ | ----
|Audit Fees         |  | $    | 52,560 |     
|Audit-Related Fees |  |      | —      |     
|Tax Fees           |  |      | —      |     
|All Other Fees     |  |      | —      |     
|Total              |  | $    | 52,560 |     



Pre-Approval Policies and Procedures



Our board of directors is responsible to approve
all related party transactions. We have not adopted written policies and procedures specifically for related person transactions.





51







PART IV



|Item 15. | Exhibits, Financial Statement Schedules.
|-------- | ----------------------------------------



(1) Financial Statements



Financial Statements and Report of Independent
Registered Public Accounting Firm are set forth on pages F-1 through F-17 of this Report.



(2) Financial Statement Schedules



Schedules are omitted because the required
information is not present or is not present in amounts sufficient to require submission of the schedule or because the information
required is given in the consolidated financial statements or the notes thereto.



(3) Exhibits



|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**       |  | 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                                
|3.3**       |  | Bylaws, incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K12G3 filed on May 1, 2020                                                                                                                        
|4.1**       |  | Description of Securities                                                                                                                                                                                                                           
|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, incorporated herein by reference to Exhibit 10.4 to Amendment No.1 to the Company’s Registration Report on Form S-1 filed on April 2, 2021                                                                   
|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                                                                                                                                             
|101.INS **  |  | XBRL Instance Document                                                                                                                                                                                                                              
|101.SCH **  |  | XBRL Taxonomy Extension Schema Document                                                                                                                                                                                                             
|101.CAL **  |  | XBRL Taxonomy Extension Calculation Linkbase Document                                                                                                                                                                                               
|101.DEF **  |  | XBRL Taxonomy Extension Definition Linkbase Document                                                                                                                                                                                                
|101.LAB **  |  | XBRL Taxonomy Extension Label Linkbase Document XBRL                                                                                                                                                                                                
|101.PRE **  |  | XBRL Taxonomy Extension Presentation Linkbase Document                                                                                                                                                                                              



|*   | Filed herewith.                                                                                                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|**  | Previously filed.                                                                                                                                                                                       
|*** | Furnished herewith.                                                                                                                                                                                     
|+   | The exhibits and schedules to this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish a copy of any omitted schedules to the SEC upon request.
|++  | Portions of the exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company hereby agrees to furnish a copy of any omitted portion to the SEC upon request.                



|Item 16. | FORM 10-K SUMMARY
|-------- | -----------------



Not applicable.





52







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: February 25, 2022 | By:                   
|                        | Name:                 
|                        | Title:                





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            |  | February 25, 2022
|Huihe Zheng       |  | (principal executive officer), and President              |  |                  
|                  |  |                                                           |  |                  
|/s/ Tim Shannon   |  | Chief Financial Officer                                   |  | February 25, 2022
|Tim Shannon       |  | (principal accounting and financial officer) and Director |  |                  
|                  |  |                                                           |  |                  
|/s/ Timothy Miles |  | Director                                                  |  | February 25, 2022
|Timothy Miles     |  |                                                           |  |                  
|                  |  |                                                           |  |                  
|/s/ Huili Shen    |  | Secretary and Director                                    |  | February 25, 2022
|Huili Shen        |  |                                                           |  |                  



53