(2)

Recent Accounting Pronouncements

WithLeases that substantially transfer to the exceptionCompany all the risks and rewards of ownership of assets are accounted for as capital leases. At the commencement of the potentiallease 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.

Taxation

Current income taxes are provided on the basis of net profit for accounting treatment accordedfinancial 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 ourthe 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 statementsstatements. It establishes fair value as the measurement objective in future accounting periods.

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.

 (3)

Earnings per share

Basic and Diluted Income (Loss) Per Share

The Company calculates basic and diluted income (loss)earnings per share as requiredis computed by dividing net income attributable to common shareholders 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 common shareholders 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

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 $30,000 as of December 31, 2020 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 equivalents outstanding. During periods when we report a net loss, anti-dilutivesplit whereby each 100 issued and outstanding shares of common stock equivalentswere 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

There were no treasury stock transactions during the nine months ended December 31, 2020. During the nine months ended December 31, 2019, 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 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. 

Additional Paid-in Capital

During the nine months ended December 31, 2020, 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 $254,024 in connection with the reverse acquisition was recorded into additional paid-in capital.

5. Related Party Transaction

Related Parties

Related Party Transactions

Due from Related Party Balance

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

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 December 31 and March 31, 2020 is as follows:

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 December 31, 2020 and March 31, 2020 are not consideredas follows:

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. 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:

The Company recorded rent expenses of US$31,164 and US$29,644 in general and administrative expenses in the computation.  Westatements of operations and comprehensive loss during the nine months ended December 31, 2020 and 2019, respectively.

Other Commitments

The Company did not have any dilutive common stock equivalents during anyother significant commitments, long-term obligations, or guarantees as of the three or nine month periods ended September 30, 2015December 31, 2020.

Contingencies

The Company is subject to legal proceedings and 2014.

(4)

Spare Parts 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 December 31, 2020, the lower of costCompany is not a party to any material legal 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 lives of the respective assets, ranging from 3 to 10 years.  Major additions are capitalized, while minor additions and maintenance and repairs, which do not extend the useful life of an asset, are expensed as incurred.  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 brother 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.   administrative proceedings.

(7)7. Subsequent Events 

Sale of Race Car

In January 2015 we sold a race car for approximately $106,700 and used substantially all ofaccordance with ASC 855-10, the proceedsCompany has analyzed its operations subsequent to satisfy approximately $100,000 of indebtedness relatedDecember 31, 2020 has determined that it does not have any other material subsequent events to such race car.disclose in these financial statements:

ITEM 2.Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

TrendsThe following discussion should be read in conjunction with our interim financial statements, including the notes thereto, appearing elsewhere in this Report. The following discussion contains forward-looking statements that reflect our plans, estimates and Uncertainties.  We have suffered declining revenuesbeliefs. Our actual results could differ materially from those discussed in the forward- looking statements. Factors that could cause or contribute to such differences include but are not limited to those discussed below and recurring losses from operations,elsewhere in this Report. Our interim financial statements are stated in United States Dollars and haveare prepared in accordance with United States Generally Accepted Accounting Principles.

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.

On October 21, 2020, we 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 our principal stockholder, Chairman 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 CEOChief Executive Officer, to acquire substantially all the issued and outstanding capital stock of our assets, and assume substantially all of our liabilitiesQDM BVI in exchange for the issuance to the QDM BVI Shareholder 900,000 shares of a note receivable of $200,000 and (ii) to change the namenewly designated Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Shares”), with each Series C Preferred Share initially being convertible into 11 shares of our companycommon stock, par value $0.0001 per share, subject to 24/7 Kid Doc, Inc.    In connection therewith,certain adjustments and limitations (the “Share Exchange”). The Share Exchange closed on November 9, 2015, our shareholders voted to approve bothOctober 21, 2020.

As a result of these proposals, and we anticipate that such transaction will be consummated prior to December 31, 2015.   Notwithstanding such transaction, and assuming we meet the criteria for extinguishment of our liabilities in accordance with GAAP (for which there can be no assurance), we could remain contingently liable for any liabilities existing as of the date of the transaction that are not satisfied by the acquirer.  

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 franchise 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 difficult to have available pediatric doctors.  Subsequent to the consummation of the sale,Share Exchange, we will no longer draw any revenuesacquired all the issued and outstanding capital stock of QDM BVI and its indirect subsidiary, YeeTah Insurance Consultant Limited, a Hong Kong corporation (“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.

YeeTah is a licensed insurance brokerage company in Hong Kong that 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 assists 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.

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.

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 racing operations nor will we provide any capitalmainland and enter Hong Kong undergo quarantine for 14 days.

Customers from mainland China contributed to support its operations.  While wea 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 anticipate having significanthave Hong Kong bank account and used to pay their premiums through credit card or in cash outlays untilin person.

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. 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 the ongoing 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 implementexperienced a drop in new customers from mainland China beginning in June 2019, which has impacted our business plan,revenue for period from June 2019 to the quarter ended June 30, 2020.

It is unclear whether there canwill be no assurance that such model will resultother political or social unrest in profitable operations, and/the near future or that wethere will not be able to obtain the debt or equity financing necessary to pay our expenses.  Either of these factorsother events that could result in us having difficulty continuing as a going concern.    The accompanying financial statements do not include any adjustments relatinglead to the recoverabilitydisruption of the economic, political and classificationsocial conditions in Hong Kong. If such events persist for a prolonged period of recorded asset amountstime or that the amountseconomic, political and classificationsocial conditions in Hong Kong are to be disrupted, our overall business and results of liabilities should weoperations may be unableadversely affected.

Results of Operations

Three Months Ended December 31, 2020 and 2019

The following table presents an overview of the results of operations for the three months ended December 31, 2020 and 2019:

Revenue

Revenue decreased by approximately $21,000 or 38.9% for the three months ended December 31, 2020 as compared to continuethe same period of 2019. The decrease was mainly due to the economic impacts resulted from the ongoing COVID -19 epidemic in Hong Kong and mainland China during fiscal 2020. 

Cost of sales

Cost of sales represented commissions paid to individuals or companies who referred customers to the Company. The amount decreased by approximately $8,000 or 19.6% for the three months ended December 31, 2020 as compared to the same period of 2019. The decrease was due to the decrease of revenue.

Gross margin

Gross margin was 1.0% for the three months ended December 31, 2020 as compared to the gross margin of 24.8% of the same period of last year. The lower gross margin in 2020 compared to 2019 was because our commission costs for the three months ended December 31, 2019 were lower. During the three months ended December 31, 2020, the Company increased its commissions for renewals for clients referred by YeeTah Financial Group Co., Ltd. from the previous year.

General and administrative expenses

General and administrative expenses (“G&A”) expenses consist primarily of stock-based payments, employee salaries, office rent, insurance costs, general office operating expenses (e.g. utilities, repairs and maintenance) and professional fees. G&A expenses decreased by approximately $203,000 or 69.8% for the three months ended December 31, 2020 as compared to the same period of 2019. The decrease was primarily due to a going concern.  decrease of approximately $223,000 in stock-based compensation to officers and directors due to less stock-based compensation was awarded in 2020. The $223,000 decrease resulted from less stock-based compensation was offset by a slight net increase in other G&A expenses during 2020.

Capital ResourcesOther income

Other income decreased by approximately $26,000 or 88% for the three months ended December 31, 2020 as compared to the same period of 2019. 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 three months ended December 31, 2020 decreased by approximately $163,000 or 66.1% as compared to the same period of 2019.

Nine Months Ended December 31, 2020 and Source2019

The following table presents an overview of Liquidity.  

We used cash in operating activitiesthe results of $172,949operations for the nine months ended September 30, 2015.  December 31, 2020 and 2019:

We used cash in operating activities of $295,808

Revenue

Revenue decreased by approximately $78,000 or 43.6% for the nine months ended September 30, 2014.

ForDecember 31, 2020 as compared to the nine months ended September 30, 2015, we received proceedssame period of $106,7002019. The decrease was mainly due to the economic impact resulting from the disposal of a race car held for sale.   We did not pursue any investing activitiesprolonged Hong Kong civilian protests and COVID -19 during the nine months ended September 30, 2014.December 31, 2020.

For the nine months ended September 30, 2015, we repaid debt primarily relatedCost of sales

Cost of sales represented commissions paid to individuals or companies who referred customers to the race car that we sold, and stockholder advances, ofCompany. The amount decreased by approximately $100,000 and $10,000, respectively.   Comparatively,$67,000 or 40.4% 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 positive results of operations or debt or equity infusions) to meet our obligations for the next year.

9

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, 2015December 31, 2020 as compared to the three months ended September 30, 2014 primarily resulted from a significantsame period of 2019. The decrease was in sales which decreased primarily fromline with the declining popularitydecrease 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.revenue.

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

For the nine months ended September 30, 2015, we had sales of $1,150,192.  Our cost of sales and servicesGross margin 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 $248,4701.2% for the nine months ended September 30, 2015.

Comparatively,December 31, 2020 as compared to the 6.5% for the same period of last year. The lower gross margin in 2020 compared to 2019 was because our commission costs 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 generalDecember 31, 2019 were lower. During the nine months ended December 31, 2020, the Company increased its commissions for renewals for clients referred by YeeTah Financial Group Co., Ltd. from the previous year.

General and administrative expenses

G&A expenses consist primarily of $938,571.  We recognized interest income of $702stock-based payments, employee salaries, office rents, insurance costs, general office operating expenses (e.g. utilities, repairs and incurred interestmaintenance) and professional fees. G&A expenses of $12,631.  As a result, we had net income of $37,959decreased by approximately $263,000 or 53.4% for the nine months ended September 30, 2014.December 31, 2020 as compared to the same period of 2019. The decrease was primarily due to a decrease of approximately $289,000 in stock-based compensation to officers and directors due to less stock-based compensation was awarded in 2020. The $289,000 decrease resulted from less stock-based compensation was offset by a slight net increase in other G&A expenses during 2020. The $289,000 decrease resulted from less stock-based compensation was offset by a slight net increase in other G&A expenses during 2020.

The decline in operating results

Other income 

Other income decreased by approximately $78,000 or 92% for the nine months ended September 30, 2015December 31, 2020 as compared to the same period of 2019. 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 nine months ended September 30, 2014December 31, 2020 decreased by approximately $175,000 or 44% as compared to the same period of 2019.

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 the Company’s balance sheets, income statement items and cash flow items for both the three and nine months ended December 31, 2020 and 2019.

Liquidity and Capital Resources

To date, we have financed our operations primarily resultedthrough cash generated by operating activities, equity financings and advances from a significant decreaseour principal stockholder. As of December 31, 2020, and March 31, 2020, we had $70,930 and $62,780, respectively, in salescash and cash equivalents, which decreased primarily consisted of cash deposited in banks.

Nine Months Ended December 31, 2020 and 2019

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 declining popularitycivilian protests in Hong Kong and the COVID-19 pandemic, 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 NASCAR, becauseemployees. 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.

Operating Activities:

Net cash used in operating activities was approximately $226,000 for the nine months ended December 31, 2020, compared to net cash used in operating activities of approximately $97,000 for 2019, represented an increase of approximately $129,000 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 $175,000 in the Dale Jarrett namenine months ended December 31, 2020 as mentioned above,compared to the same period of 2019. In addition, the decrease was also due to following working capital changes:

Financing Activities:

Net cash generated from financing activities was approximately $235,000 for the nine months ended December 31, 2020, which was attributable to the net results of: i) stockholder advances of approximately $499,000; ii) cash used in reverse acquisition of approximately $244,000; iii) cash of approximately $30,000 incurred for future equity issuance; iv) shareholder capital contributions of approximately $20,000; and because certain new competitorsv) repayment of shareholder advances of approximately $10,000.

Net cash used for financing activities was approximately $62,000 for the nine months ended December 31, 2019, which was attributable to the net results of: i) stockholder advances of approximately $59,000; ii) cash used in repurchase of common stock of approximately $14,000; and iii) repayment of stockholder advances of approximately $107,000.

Material Commitments

The Company had one office lease agreement and its lease commitments as of December 31, 2020 are summarized as follows:

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 offeringno areas requiring significant management judgments and estimates for the periods covered by this Report.

Off-balance Sheet Commitments and Arrangements

As of December 31, 2020, the Company did not have any material off-balance sheet arrangements that had or were reasonably likely to have any effect on their services at significantly discounted prices through such sites as Groupon and Living Social.respective financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 3. Quantitative and Qualitative Disclosures Aboutabout Market RiskRisk.

Not applicable for smaller reporting companies.applicable.

10

Item 4. Controls and ProceduresProcedures.

DuringDisclosure 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 ended September 30, 2015specified 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 (the “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 December 31, 2014 we concluded that2020 due to the material weakness in our internal control over financial reporting, was not effectivewhich 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 provide reasonable assurance regarding the reliability ofremediate these material weaknesses as we grow and such resources required for implementing proper internal controls for financial reporting and the preparation of financial statements for external reporting purposesare available.

Changes in accordance with U.S. generally accepted accounting principles asInternal Control over Financial Reporting

There were no changes in 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

Under the supervision and with the participation of our management, we conducted an evaluation of disclosure controls and procedures, as such term is defined 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, 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 currentfiscal quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, the Company'sour internal control over financial reporting

Remediation of Material Weaknesses in Internal Control over Financial Reportingreporting.

11

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.

Not applicable.

Item 6.   Exhibits Exhibits.

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

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 not filed or a 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.

12

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

13