(2)

Recent Accounting Pronouncements

With the exceptionThe preparation of the potentialCompany’s consolidated financial statements in conformity with the U.S. GAAP requires the Company 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 United States Dollar (“US$” or “$”). The Company’s operations are principally conducted in Hong Kong where Hong Kong dollar is the functional currency. The functional currency of the Company’s two subsidiaries, Lutter Global Limited and QDMI Software Group Limited, is the Euro.

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

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 the three months ended June 30, 2023 and 2022, and the year ended March 31, 2023.

The exchanges rates used for translation from Euro to US$ are as follows:

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 June 30, 2023, 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 operations and comprehensive loss. 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 three months ended June 30, 2023 and 2022 and there was no provision for doubtful accounts as of June 30 and March 31, 2023.

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 primarily generates its income through commissions paid by insurance companies, typically based on a percentage of the premium paid by the insured. Commissions generally vary based on the type and term of insurance products, as well as the particular underwriting insurance carrier, and can be shared with other insurance agent or broker partners.

ASC 606 provides for a five-step model for recognizing revenue from contracts with customers. These five steps include:

The Company enters into insurance brokerage contracts with customers (insurance companies). Performance obligation for these insurance brokerage contracts is to help insurance company customers to promote, coordinate and complete subscriptions of insurance policies offered by 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:

The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, lease 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. For lease liabilities, fair value approximates their carrying value at the period end as the interest rates used to discount the host contracts approximate market rates

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 June 30, 2023.

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:

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 three months ended June 30, 2023 and 2022.

Leases

Arrangements meeting the definition of a lease are classified as operating or finance leases, and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term.

In calculating the right of use asset and lease liability, the Company elects to combine lease and non-lease components as permitted under ASC 842. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting treatment accordedpolicy election and recognizes rent expense on a straight-line basis over the lease term.

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 discontinuedapply 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 there are no new accounting pronouncementsand 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 adoptionthe 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 expectedmore 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 material effectgreater 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 our financial statements in future accounting periods.

the liability for unrecognized tax benefits as income tax expense.

  (3)

Basic and Diluted Income (Loss) Per ShareStock-Based Compensation

The Company calculates basicrecognizes stock-based compensation in accordance with FASB ASC 718, Stock Compensation. ASC 718 requires that the cost resulting from all stock-based transactions be recorded in the financial statements. It establishes fair value as the measurement objective in accounting for stock-based payment arrangements and diluted income (loss)requires all entities to apply a fair-value-based measurement in accounting for stock-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 stock-based payment transactions.

Earnings per share

Basic earnings per share as requiredis computed by dividing net income attributable to holders of common stock by the FASB Accounting Standards Codification. Basicweighted average number of shares of common stock outstanding during the period using the two-class method. Under the two-class method, net income (loss)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 (loss)attributable to holders of common stock by the weighted average number of common shares outstanding for the period. Diluted income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares 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.

Recently Issued Accounting Standards

In June 2016, the Financial Accounting Standards Board (FASB) issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which requires an entity to utilize a new impairment model known as the current expected credit loss (CECL) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial assets and certain other instruments, including but not limited to available-for-sale debt securities. Credit losses relating to available-for-sale debt securities will be recorded through an allowance for credit losses rather than as a direct write-down to the security. ASU 2016-13 requires a cumulative effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective. In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates, which defers the effective date of ASU 2016-13 to fiscal years beginning after December 15, 2022 for all entities except SEC reporting companies that are not smaller reporting companies. ASU 2016-13 became effective for the Company beginning April 1, 2023. The adoption of the new standard does not have a material impact on the Company.

The Company has reviewed all the other 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. Equity

Yeetah is a registered insurance broker in Hong Kong and subject to certain Hong Kong insurance broker requirements regarding its share capital and net assets. Pursuant to the requirements, a licensed insurance broker must at all times maintain a paid-up share capital of not less than US$64,103 (HK$500,000) and net assets of not less than US$64,103 (HK$500,000), subject to certain transitional arrangements, pursuant which, the Company is required to maintain the amount of paid-up share capital and net assets of (i) not less than US$12,821 (HK$100,000) for the period from September 23, 2019 to December 31, 2021 and (ii) not less than US$38,462 (HK$300,000) for the period from January 1, 2022 to December 31, 2023. Yeetah was in compliance with the requirements as of June 30, 2023.

There were no stock equivalents outstanding. During periods when we report a net loss, anti-dilutivetransactions, including preferred stock, common stock equivalentsand treasury stock, during the three months ended June 30, 2023 and 2022.  

4. Related Party Transaction

Related Parties

Related Party Transactions

Due to Related Party Balance

The Company’s due to related party balance is as follows:

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

Subscription Receivable Due from a Stockholder

The Company’s subscription receivable due from a stockholder balance is as follows:

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

5. Income Taxes

Hong Kong

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

BVI

Under the current laws of the BVI, the Company is not consideredsubject to tax on income or capital gain. Additionally, upon payments of dividends to the shareholders, no BVI withholding tax will be imposed.

Cyprus

Under the current laws of the Cyprus, the Company’s Cyprus subsidiary is subject to a standard income tax rate of 12.5% on income accrued or derived from all sources in Cyprus and abroad.

US

Under the computation.  Wecurrent 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 2023 (2022: 21%).

Uncertain tax positions

The Company 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 June 30, 2023, the Company did not have any significant unrecognized uncertain tax positions.

6. Commitments and Contingencies

Other than two office leases both with a lease term of 3 years that the Company entered into in February 2022 (the “2022 Office Lease”) and in April 2023 (the “2023 Office Lease”)   as below, the Company did not have any dilutive common stock equivalents during anysignificant commitments, long-term obligations, or guarantees as of June 30, 2023 and 2022.

Operating lease

The 2022 Office Lease has a remaining lease term of the operating lease of 1.7 years and discount rate used for the operating lease is 4.9%.

The 2023 Office Lease has a remaining lease term of the operating lease of 2.9 years and discount rate used for the operating lease is 10.34%.

During the three or nine month periodsmonths ended SeptemberJune 30, 20152023 and 2014.2022, the operating lease expense recognized was $25,642 and $10,543 respectively.

(4)Contingencies

Spare Parts

The Company is subject to legal proceedings and Supplies

Spare parts and supplies include engine parts, tires, and other supplies usedregulatory actions in the racecarordinary 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 and are recorded attaken as a whole. As of June 30, 2023, the lowerCompany is not a party to any material legal or administrative proceedings.

7. Subsequent Events

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to June 30, 2023 through the date of cost or market, on a first-in, first-out basis.

(5)

Property and Equipment

Property and equipment are recorded at cost and are depreciated using the straight-line method over the estimated useful livesissuance of the respective assets, ranging from 3financial statements and has determined that it does not have any other material subsequent events to 10 years.  Major additions are capitalized, while minor additions and maintenance and repairs, which do not extend the useful life of an asset, are expensed as incurred.  Depreciation expense approximated $40,000 and $68,000 during the respective nine month periods ended September 30, 2015 and 2014, and $13,500 and $23,000 during the respective three month periods ended September 30, 2015 and 2014.

 (6)

Stockholders’ Deficit

In December 2014, we agreed to grant 10,000,000 shares of our stock to the brotherdisclose in law of our President and CEO as consideration for his assistance with the development of a new business opportunity (see Basis of Presentation and Going Concern above). The shares were issued in January 2015.   these financial statements.

Sale of Race Car

In January 2015 we sold a race car for approximately $106,700 and used substantially all of the proceeds to satisfy approximately $100,000 of indebtedness related to such race car.

8

ITEM 2.Item 2. 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 until our acquisition of Yeetah, as more fully described below.

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 30,000 shares (900,000 shares before the Reverse Split) 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 markets and sells diversified insurance products, including property, life and social security insurance products, underwritten by insurance companies operating in Hong Kong to individual customers from Hong Kong SAR and Mainland China. In addition, under the insurance regulations in Hong Kong, Yeetah also provides customized risk management consulting services and its Hong Kong customers with assistance in purchase of other investment insurance products. Following the closing of the transaction, we have assumed the business operations of QDM BVI and its subsidiaries.

On November 3, 2021, the Company acquired 100% of the issued and outstanding shares of QDMS, a company incorporated on February 6, 2020 in Cyprus. The Company acquired QDMS through an intermediary holding company, LGL, which was incorporated on July 29, 2021 in the BVI. Before the acquisition, Huihe Zheng was the sole shareholder of QDMS. As part of the acquisition, Mr. Zheng sold all the shares of QDMS to LGL for a consideration of EUR5,000 in November 2021 and at the same time the sole shareholder of LGL, Mengting Xu, transferred all her shares in LGL to the Company for a consideration of US$1.00. As a result, the Company acquired 100% ownership of LGL, which, in turn, owns 100% of QDMS. QDMS plans to engage in the research and development of customer relationship management (“CRM”) software as a service (“SaaS”), with a business model derived from “customer-centered” CRM concept to improve enterprise-customers relationship. We plan to market QDMS’ SaaS services to our network of banks, securities companies, insurance companies and other financial services providers in Hong Kong and China.

In March 2023, the Company consummated a closing of a public offering of its common stock, par value $0.0001 per share (the “2023 Offering”), in which the Company issued and sold an aggregate of 28,910,400 shares of its common stock at a price of $0.081 per share to certain investors, generating gross proceeds to the Company of $2,339,937.

Impact of COVID-19

In 2019, 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.

During the COVID-19 pandemic, insurance brokers in Hong Kong have been greatly affected by the implementation of travel restrictions and social distancing measures. These restrictions and measures have resulted in a significant decrease in new business for insurance brokers, such as Yeetah, that rely on in-person consultations and storefronts for customer acquisition.

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 dropped sharply. As a result, Yeetah’s revenue from commissions on new business decreased significantly during the pandemic. Yeetah’s commissions from renewal premiums were materially affected since the mainland Chinese customers were 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.

In early 2023, Hong Kong has fully reopened its borders with mainland China. With the lifting of travel restriction, customers from mainland China can travel to Hong Kong again to meet with insurance brokers. As a result, the Company’s revenue has significantly increased for the three months ended June 30, 2023   compared to the same period of 2022. Refer to “Results of Operations” below for details.

In May 2023, the World Health Organization declared an end to the Covid-19 emergency.

Results of Operations

Three Months Ended June 30, 2023 and 2022

The following table presents an overview of the results of operations for the three months ended June 30, 2023 and 2022:

Revenue

Revenue increased by approximately $3.3 million or 33,362.3% for the three months ended June 30, 2023 as compared to the same period of 2022. The increases were mainly due to lifting of COVID-19 travel restrictions and quarantine measures. During the COVID-19 pandemic, insurance brokers in Hong Kong have been greatly affected by the implementation of travel restrictions and social distancing measures. These restrictions and measures have resulted in a significant decrease in new business for insurance brokers, such as Yeetah, that rely on in-person consultations and storefronts for customer acquisition. 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 travel restrictions related to the COVID-19 epidemic, mainland Chinese customers dropped sharply in fiscal 2022. As a result of the lifting of the travel restrictions in early 2023, mainland Chinese customers can travel to Hong Kong again. Yeetah’s revenue from commissions on new business therefore increased significantly during the three months ended June 30, 2023 compared to the same period of 2022.  

Cost of sales

The amounts increased by approximately $2.0 million or 20,816.8% for the three months ended June 30, 2023 as compared to the same period of 2022. The increase was in line with the significant increases of revenue.

General and administrative expenses

General and administrative expenses generally are fixed and consist primarily of employee salaries, office rents, insurance costs, general office operating expenses (e.g., utilities, repairs and maintenance) and professional fees.

General and administrative expenses increased by approximately $0.06 million or 60.0 % for the three months ended June 30, 2023 as compared to the same period of 2022. The change is primarily due to the fact that there were more rent expenses in relation to the 2023 Office Lease  entered in April 2023 and more employees were hired.

Net income (loss)

As a result of the factors described above, net income for the three months ended June 30, 2023 increased by approximately $1.0 million or 1,080.3% as compared to the same period of 2022, which incurred a net loss of $0.1 million. 

TrendsForeign 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. The functional currency of the Company’s two subsidiaries, Lutter Global Limited and Uncertainties.QDMI Software Group Limited, is the Euro.

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

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 Company’s balance sheets, income statement items and cash flow items for both the three months ended June 30, 2023 and the year ended March 31, 2023.

The exchanges rates used for translation from Euro to US$ are as follows:

Liquidity and Capital Resources

We have suffered declining revenuesfinanced our operations primarily through cash generated by operating activities, equity financings and recurring lossesadvances from operations,our principal stockholder. QDM is a holding company and have stockholder and working capital deficits, as well as minimal cash, at September 30, 2015.     Because of this, and because we do not anticipate being able to reverse the downward trend with respect to revenues, we filed a proxy statement with the SEC to put forward shareholder votes to (i) allow our President and CEO to acquireconducts substantially all of its operations through Yeetah, which is its only entity that has operating cash inflows. Our expenses are paid directly either by Yeetah or our principal stockholder.

Yeetah is a registered insurance broker in Hong Kong and subject to certain Hong Kong insurance broker requirements regarding its share capital and net assets. Pursuant to the requirements, a licensed insurance broker must at all times maintain a paid-up share capital of not less than US$  64,103 (HK$500,000) and net assets of not less than US$64,103 (HK$500,000), subject to certain transitional arrangements, pursuant which, the Company is required to maintain the amount of paid-up share capital and assume substantially allnet assets of our liabilities in exchange(i) not less than US$12,821 (HK$100,000) for a note receivable of $200,000 and (ii) to change the name of our company to 24/7 Kid Doc, Inc.    In connection therewith, on November 9, 2015, our shareholders voted to approve both of these proposals, and we anticipate that such transaction will be consummated priorperiod from September 23, 2019 to December 31, 2015.   Notwithstanding such transaction,2021 and assuming(ii) not less than US$38,462 (HK$300,000) for the period from January 1, 2022 to December 31, 2023.

There have been no cash and any asset transactions between us and our subsidiaries since the Share Exchange. As of June 30, 2023 and March 31, 2023, we meethad $4,617,551 and $2,717,745, respectively, in cash and cash equivalents, which primarily consisted of cash deposited in banks.

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. Although historically we were successful in obtaining equity financings through the criteria for extinguishmentsales 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.

Operating Activities:

Net cash generated from operating activities was approximately $1.9 million for the three months ended June 30, 2023, compared to net cash used in operating activities of approximately$88,000 for 2022, representing an increase of approximately $2.0 million in the net cash inflow in operating activities. The increase in net cash inflow in operating activities was primarily due to the increase of net income of $1.0 million in the three months ended June 30, 2023 as compared to the same period of 2022 and the following major working capital changes:

Investing Activities:

Net cash used in investing activities was $93,000 for the three months ended June 30, 2023 compared to net cash used in investing activities was approximately $15,000 for the same period of 2022. Investing activities for both periods were solely attributable to acquisitions of fixed assets.

Financing Activities:

Net cash generated from financing activities was approximately $100,761 and $60,000 for the three months ended June 30, 2023 and 2022 respectively, which was fully attributable to stockholder advances to the Company during the period.

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 two office lease agreements and our lease commitments as of June 30, 2023 are summarized as follows:

Operating lease

Critical Accounting Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, in accordance with GAAP (for which there can be no assurance), we could remain contingently liable for anycontingent assets and liabilities, existingeach as of the date of the transactionfinancial statements, and revenues and expenses during the periods presented. On an ongoing basis, management evaluates their estimates and assumptions, and the effects of any such revisions are reflected in the financial statements in the period in which they are determined to be necessary. Management bases their estimates on historical experience and on various other factors that they believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not satisfied byreadily apparent from other sources. Actual outcomes could differ materially from those estimates in a manner that could have a material effect on our consolidated financial statements.

While our significant accounting policies are more fully described in Note 2 – Summary of Significant Accounting Policies to our consolidated financial statements, we believe that there were no critical accounting policies and estimates that affect the acquirer.  preparation of financial statements. 

Pursuant to a consulting agreement we entered with Dr. Norberto Benitez in January 2015, he will be providing his expertise in establishing our new business plan. The new business plan is to create a franchiseOff-balance Sheet Commitments and Arrangements

As of June 30, 2023, the Company did not have any material off-balance sheet arrangements that will deliver pediatric  services to children 24 hours a day, 7 days a week.  In addition, we will be looking to provide these same services via the Internet to people throughout the world, especially in places where it is difficulthad or were reasonably likely to have available pediatric doctors.  Subsequent to the consummation of  the sale, we will no longer draw any effect on their respective financial condition, changes in financial condition, revenues from the racing operations nor will we provide any capital to support its operations.  While we do not anticipate having significant cash outlays until we implement our business plan, there can be no assurance that such model will result in profitable operations, and/or that we will be able to obtain the debt or equity financing necessary to pay our expenses.  Either of these factors could result in us having difficulty continuing as a going concern.    The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities should we be unable to continue as a going concern.  

Capital Resources and Source of Liquidity.  

We used cash in operating activities of $172,949 for the nine months ended September 30, 2015.  

We used cash in operating activities of $295,808 for the nine months ended September 30, 2014.

For the nine months ended September 30, 2015, we received proceeds of $106,700 from the disposal of a race car held for sale.   We did not pursue any investing activities during the nine months ended September 30, 2014.

For the nine months ended September 30, 2015, we repaid debt primarily related to the race car that we sold, and stockholder advances, of approximately $100,000 and $10,000, respectively.   Comparatively, for the nine months ended September 30, 2014, we repaid long-term debt of $20,761.

Because we have minimal cash and a significant working capital deficit at September 30, 2015, we anticipate that we will need to generate additional capital (either through positiveexpenses, results of operations, liquidity, capital expenditures or debt or equity infusions) to meet our obligations for the next year.capital resources.

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Results of Operations – Three Months Ended September 30, 2015 and 2014

For the three months ended September 30, 2015 we had sales of $390,591.  Our cost of sales and services was $246,125, resulting in a gross profit of $144,466.  We incurred general and administrative expenses of $267,103.  We recognized interest income of $1 and incurred interest expenses of $3,370.  As a result, we had a net loss of $126,006 for the three months ended September 30, 2015.

Comparatively, for the three months ended September 30, 2014, we had sales of $622,655.  Our cost of sales and services was $297,831, resulting in a gross profit of $324,824.  We incurred $313,693 in general and administrative expenses.  We recognized interest income of $13, other income of $411 and incurred interest expenses of $3,047.  As a result, we had net income of $8,508 for the three months ended September 30, 2014.

The decline in operating results for the three months ended September 30, 2015 compared to the three months ended September 30, 2014 primarily resulted from a significant decrease in sales which decreased primarily from the declining popularity of NASCAR, and also because of the loss of the Dale Jarrett name which occurred in early 2015. In addition, certain new competitors were offering their services at significantly discounted prices through such sites as Groupon and Living Social.

Results of Operations – Nine Months Ended September 30, 2015 and 2014

For the nine months ended September 30, 2015, we had sales of $1,150,192.  Our cost of sales and services was $585,874, resulting in a gross profit of $564,318.  We incurred general and administrative expenses of $796,822.  We recognized interest income of $35, other income of $411 and incurred interest expense of $10,401 and incurred a loss on the disposal of property of $5,600.  As a result, we had net loss of $248,470 for the nine months ended September 30, 2015.

Comparatively, for the nine months ended September 30, 2014, we had sales of $1,897,044.  Our cost of sales was $908,966, resulting in a gross profit of $988,048.  We incurred general and administrative expenses of $938,571.  We recognized interest income of $702 and incurred interest expenses of $12,631.  As a result, we had net income of $37,959 for the nine months ended September 30, 2014.

The decline in operating results for the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014 primarily resulted from a significant decrease in sales which decreased primarily from the declining popularity of NASCAR, because of the loss of the Dale Jarrett name as mentioned above, and because certain new competitors were offering their services at significantly discounted prices through such sites as Groupon and Living Social.

Item 3. Quantitative and Qualitative Disclosures Aboutabout Market RiskRisk.

Not applicable forWe are a smaller reporting companies.company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

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Item 4. Controls and ProceduresProcedures.

During the periods  ended September 30, 2015 and December 31, 2014 we concluded that our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles as our small size does not allow us to provide for the desired segregation of control functions, and/or allow us to hire accounting personnel that have a thorough understanding of SEC rules and regulations and such accounting principles.   Furthermore, we do not have an audit committee with an independent financial expert.  Finally we had a material weakness during such quarters with regard to limitations in the capacity of our accounting resources to identify and react in a timely manner to certain transactions as well as the adequate understanding of the disclosure requirements related to these transactions.   

Evaluation of Disclosure 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 Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Certifying Officers, we conductedcarried out an evaluation of 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 June 30. 2023 due to the material weakness in our internal control over financial reporting, which are indicative of many small companies with small staff: (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. We will devote resources to remediate these material weaknesses as we grow and such resources required for implementing proper internal controls for financial reporting are available.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures as such termcan provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is definedbased partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of June 30, 2015.   Based on this evaluation,all potential future conditions.

Changes in Internal Control over Financial Reporting

There have been no changes in our chief executive officer and principal financial officers have concluded there  was no  change in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the current quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, the Company'sour internal control over financial reportingreporting.

We have not established adequate financial reporting monitoring activities to mitigate the risk of missed financial statement adjustments and disclosures relative to transactions that are other than routine for the reasons mentioned above.  In addition, and unless results of operations improve considerably, we do not currently anticipate that we will have the available cash flow to remediate this weakness.

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PART II - OTHER INFORMATION

Item 1. Legal ProceedingsProceedings.

None

We are not currently a party to any material legal or administrative proceedings. 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 1A. Risk Factors  Factors.

Not applicable for

We are a smaller reporting companiescompany and accordingly we are not required to provide information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of ProceedsProceeds.

None

None.

Item 3. Defaults Upon Senior Securities.

None

None.

Item 4. Mine Safety DisclosuresDisclosures.

Not Applicableapplicable.

Item 5.5. Other InformationInformation.

Ronda Robertson resigned as Chief Operating Officer and Glenn Jarrett resigned form the Board of Directors and as Corporate Treasurer effective August 6, 2015.

None.

Item 6.   Exhibits Exhibits.

Exhibit 31* - Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32* - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS**   XBRL Instance Document

101.SCH**   XBRL Taxonomy Extension Schema Document

101.CAL**   XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB**   XBRL Taxonomy Extension Label Linkbase Document

101.PRE**   XBRL Taxonomy Extension Presentation Linkbase Document

*  Filed herewith

**XBRL (Extensible Business Reporting Language) information is furnished and notThe following exhibits are filed or aas part of, a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.incorporated by reference into, this Report:

SIGNATURES

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SIGNATURES

Pursuant to the requirements 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.

Dated: November 20, 2015

DALE JARRETT RACING ADVENTURE, INC.

By:

/s/Timothy Shannon

Timothy Shannon

Chief Executive Officer

Principal Financial Officer

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