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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.

Transactions denominated in other than the functional currencies are re-measured into the functional currency of the entity at the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in currencies other than the applicable functional currencies are translated into the functional currency at the prevailing rates of exchange at the balance date. The resulting exchange differences are reported in the statements of operations and comprehensive loss.

The exchanges rates used for accounting treatment accordedtranslation from Hong Kong dollar to discontinued operations,US$ was 7.8000, a pegged rate determined by the linked exchange rate system in Hong Kong. This pegged rate was used to translate Company’s balance sheets, income statement items and cash flow items for both 2021 and 2020.

Certain Risks and Concentration

The Company’s financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and receivables, and other assets. As of September 30, 2021, substantially all of the Company’s cash and cash equivalents were held in major financial institutions located in Hong Kong, which management considers to being of high credit quality.

Cash and Cash Equivalents

Cash and cash equivalents consist of petty cash on hand and cash held in banks, which are highly liquid and have original maturities of three months or less and are unrestricted as to withdrawal or use.

Accounts Receivable

Accounts receivable represents trade receivable and are recognized initially at fair value and subsequently adjusted for any allowance for doubtful accounts and impairment.

The Company makes impairment loss for bad and doubtful debts based on assessments of the recoverability of the trade and other receivables based on individual account analysis, including the current creditworthiness and the past collection history of each debtor. Impairments arise when there is an objective evidence indicate that the balances may not be collectible. The identification of bad and doubtful debts, in particular of a loss event, requires the use of judgment and estimates, which involve the estimates of specific losses on individual exposures, as well as a provision on historical trends of collections. Based on management of customers’ credit and ongoing relationship, management makes conclusions whether any balances outstanding at the end of the period will be deemed uncollectible on an individual basis and on aging analysis basis. The provision is recorded against accounts receivables balances, with a corresponding charge recorded in the statements of operations. 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 new accounting pronouncementsbad debt expenses for the three and six months ended September 30, 2021 and 2020 and there was 0 provision for doubtful accounts as of September, 2021 and March 31, 2021.

Revenue Recognition

The Company generates revenue primarily by providing insurance brokerage services in Hong Kong. The Company sells insurance products underwritten by insurance companies operating in Hong Kong to its individual customers and is compensated for its services by commissions paid by insurance companies, typically based on a percentage of the premium paid by the insured.

FASB Accounting Standards Codification (“ASC”) Topic 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 our customers (insurance companies) primarily through written contracts. Performance obligation for these insurance brokerage contracts is to help the Company’s insurance company customers to promote, coordinate and complete subscriptions of insurance policies and products offered by our customers.

Under ASC 606, revenue is recognized when the customer obtains control of a good or service. A customer obtains control of a good or service if it has the ability to direct the use of and obtain substantially all of the remaining benefits from that good or service. The transfer of control of the Company’s brokerage services generally occurs at a point in time on the effective date of the associated insurance contract when the policy transfers to the customer. The insurance policy entered between the insurance company and the insured customer generally contains a cool-off period of one to two months. When the cool-off period elapses and the insured customer does not withdraw from the insurance policy, the policy becomes effective. Once the transfer of control of a service occurs, the Company has satisfied its insurance brokerage performance obligation and recognizes revenue.

Fair Value Measurement

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs that may be used to measure fair value as follows:

The Company’s financial instruments include cash and cash equivalents, accounts receivable, due from related parties, accounts payable and accrued liabilities, and due to related party. The carrying amounts of these financial instruments approximate their fair values due to the short-term nature of these instruments.

The Company noted no transfers between levels during any of the periods presented. The Company did not have any instruments that were measured at fair value on a recurring nor non-recurring basis as of September 30, 2021.

Leases

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

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

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

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

Taxation

Current income taxes are provided on the basis of net profit for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions.

Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements, net operating loss carryforwards and credits. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided in accordance with the laws of the relevant taxing authorities. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in which temporary differences are expected to be reversed or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the statement of operations and comprehensive income in the period of the enactment of the change.

The Company considers positive and negative evidence when determining whether a portion or all of its deferred tax assets will more likely than not be realized. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry-forward periods, its experience with tax attributes expiring unused, and its tax planning strategies. The ultimate realization of deferred tax assets is dependent upon its ability to generate sufficient future taxable income within the carry-forward periods provided for in the tax law and during the periods in which the temporary differences become deductible. When assessing the realization of deferred tax assets, the Company has considered possible sources of taxable income including (i) future reversals of existing taxable temporary differences, (ii) future taxable income exclusive of reversing temporary differences and carry-forwards, (iii) future taxable income arising from implementing tax planning strategies, and (iv) specific known trend of profits expected to be reflected within the industry.

The Company recognizes a tax benefit associated with an uncertain tax position when, in its judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, the Company initially and subsequently measures the tax benefit as the largest amount that the Company judges to have a 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.

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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 share-based transactions be recorded in the financial statements. It establishes fair value as the measurement objective in accounting for share-based payment arrangements and diluted income (loss)requires all entities to apply a fair-value-based measurement in accounting for share-based payment transactions with employees. ASC 718 also establishes fair value as the measurement objective for transactions in which an entity acquires goods or services from non-employees in share-based payment transactions.

Earnings per share

Basic earnings per share 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 stock equivalents outstanding. During periodsequivalent shares outstanding during the period. Common equivalent shares are not included in the denominator of the diluted loss per share calculation when we reportinclusion 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 net loss, anti-dilutivematerial impact on the Company.

3. Deferred Asset

Deferred asset of $70,673 as of March 31, 2021 represented prepaid transaction costs in relation to the public offering completed on April 29, 2021.

4. Equity

Common Stock

On April 29, 2021, the Company consummated an initial closing of a “best efforts” self-underwritten public offering of its common stock, equivalents are not consideredpar value $0.0001 per share (the “Offering”), in which the Company issued and sold an aggregate of 16,798 shares (501,250 shares before the Reverse Split (as defined below)) of its common stock at a price of $12 per share ($0.40 before the Reverse Split) to certain investors, generating gross proceeds to the Company of $200,500. Share offering costs of $94,173 were offset against the share capital in relation to the Offering.

On August 10, 2021, the Company effected a reverse stock split, without changing the par value per share, whereby each 30 issued and outstanding shares of common stock were consolidated into one share of common stock (the “Reverse Split”). The Company has retrospectively accounted for the change in the computation.  Wecurrent and prior period financial statements that are presented in the condensed interim financial statements.

Preferred Stock

On May 17, 2021, upon receipt of a conversion notice from Mr. Zheng, the Company issued 134,975 shares (4,049,254 shares before the Reverse Split) of the Company’s common stock, par value $0.0001 per share, upon conversion of an aggregate of 368,114 shares of Series C Convertible Preferred Stock, par value $0.0001 per share, at a conversion ratio of 1-for-11, pursuant to the terms of the Certification of Designation for the Series C Convertible Preferred Stock.

Additional Paid-in Capital

During the six months ended September 30, 2020 , the Company received capital contribution of $19,747 from its principal stockholder for working capital uses. The capital contribution was recorded in additional paid-in capital.

5. Related Party Transaction

Related Parties

Related Party Transactions

Due to Related Party Balance

The Company’s due to related party balance as of September 30 and March 31, 2021 is as follows:

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

Due from a Stockholder

The due from a stockholder balances as of September 30, 2021 and March 31, 2021 are as follows:

The due from a stockholder balances represent the purchase price for shares of QDM BVI to be paid by Mr. Zheng. These due from a stockholder balances are unsecured, interest-free and due on demand.

6. 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.

The Company did not have current income tax expenses for the three months and six months ended September 30, 2021 and 2020 since it did not have taxable incomes in these two periods.

BVI

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

US

Under the current Florida state and US federal income tax, the Company does not need to pay income taxes as Florida state does not levy income tax. The federal income tax is based on a flat rate of 21% for the calendar year of 2021 (2020: 21%).

Uncertain tax positions

The 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 September 30 and March 31, 2021 the Company did not have any dilutive common stock equivalents during anysignificant unrecognized uncertain tax positions.

7. Commitments and Contingencies

The Company did not have other significant commitments, long-term obligations, or guarantees as of the three or nine month periods ended September 30, 20152021.

Contingencies

The Company is subject to legal proceedings and 2014.

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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 at the lowertaken as a whole. As of cost or market, on a first-in, first-out basis.

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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 during2021, the respective three month periods endedCompany is not a party to any material legal or administrative proceedings.

8. Subsequent Events

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2015 and 2014.

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Stockholders’ Deficit

In December 2014, we agreed2021 has determined that it does not have any other material subsequent events 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.

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Sale of Race Car

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.  Webeliefs. 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 elsewhere in this Report. Our interim financial statements are stated in United States Dollars and are 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.

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

On October 21, 2020, we entered into the Share Exchange Agreement with QDM BVI, and Huihe Zheng, the sole shareholder of QDM BVI, who is also our principal stockholder and serves as our Chairman and Chief Executive Officer, to acquire all the issued and outstanding capital stock of QDM BVI in exchange for the issuance to Mr. Zheng of 900,000 shares of a newly designated Series C Preferred Stock. The Share Exchange closed on October 21, 2020.

As a result of the consummation of the Share Exchange, we acquired QDM BVI and its indirect subsidiary, YeeTah, an insurance brokerage company primarily engaged in the sales and distribution of insurance products in Hong Kong. Following the closing of the transaction, we have suffered declining revenuesassumed the business operations of QDM BVI and recurring losses fromits subsidiaries.

Impact of COVID-19 and Protests

Impact of COVID-19

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

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 Hong Kong’s current boarding requirements vary based on where the traveler has visited in the past 14 or 21 days and whether the traveler is vaccinated.

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

Impact of Protests in Hong Kong

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

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

Our revenue is susceptible to Hong Kong protests as well as minimal cash, at Septemberany other incidents or factors which affect the stability of the social, economic and political conditions in Hong Kong. For example, as a result of the Hong Kong protests, we experienced a drop in new customers from mainland China beginning in June 2019, which impacted our revenue for the period from June 2019 to June 30, 2015.     Because2020.

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

Recent Regulatory Development

We are a holding company incorporated in Florida 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 acquire substantially all of our assets, and assume substantially all ofoperation conducted by the operating entity in Hong Kong. Although we conduct limited administrative activities in our liabilitiesprincipal executive offices located in exchange forChina, we currently do not have or intend to set up any subsidiary or enter into any contractual arrangements to establish 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 prior to December 31, 2015.   Notwithstanding such transaction, and assuming we meet the criteria for extinguishment of our liabilitiesvariable interest entity structure with any entity in accordance with GAAP (for which there can be no assurance), we could remain contingently liable for any liabilities existing asmainland China. Hong Kong is a special administrative region of the datePRC and the basic policies of the transactionPRC regarding Hong Kong are reflected in the Basic Law, namely, Hong Kong’s constitutional document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that are not satisfied byof final adjudication under the acquirer.  

Pursuant to a consulting agreementprinciple of “one country, two systems”. Accordingly, 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 viabelieve the Internet to people throughout the world, especially in places where it is difficult to have available pediatric doctors.  Subsequent to the consummationlaws and regulations of the sale, we will no longer draw any revenues from the racing operations nor will we provide any capital to support its operations.  While wePRC do not anticipate having significant cash outlays until we implementcurrently have any material impact on our business, plan,financial condition or results of operations. However, there can beis no assurance that such modelthere will resultnot be any changes in profitablethe economic, political and legal environment in Hong Kong in the future. If there is significant change to current political arrangements between mainland China and Hong Kong, companies operated in Hong Kong may face similar regulatory risks as those operated in PRC, including its ability to offer securities to investors, list its securities on a U.S. or other foreign exchange, conduct its business or accept foreign investment. In light of China’s recent expansion of authority in Hong Kong, there are risks and uncertainties which we cannot foresee for the time being, and rules and regulations in China can change quickly with little or no advance notice. The Chinese government may intervene or influence our current and future operations in Hong Kong at any time, or may exert more control over offerings conducted overseas and/or foreign investment in issuers likes ourselves. See “Item 1A. Risk Factors – Risks Related to Doing Business in Hong Kong.” in our Annual Report on Form 10-K for the year ended March 31, 2021, which was originally filed with the Securities and Exchange Commission on July 12, 2021 and was amended on October 22, 2021.

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

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

We do not believe that we will be ableare currently required to obtain any permission or approval from the debtChina Securities Regulatory Commission, CAC or equity financing necessaryany other regulatory authority in the PRC for our operations, the trading of our securities on the OTC Markets and the issuance of our securities to pay our expenses.  Either of these factors could resultforeign investors.

Nevertheless, the laws and regulations in the PRC are evolving, and their enactment timetable, interpretation and implementation involve significant uncertainties. To the extent any PRC laws and regulations become applicable to us, having difficulty continuing as a going concern.    The accompanying financial statements do not include any adjustments relatingwe may be subject to the recoverabilityrisks and classification of recorded asset amounts oruncertainties associated with the amounts and classification of liabilities should we be unable to continue as a going concern.  

Capital Resources and Source of Liquidity.  

We used cashlegal system 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 relatedPRC, including with respect to the race car that we sold,enforcement of laws and stockholder advances,the possibility of approximately $100,000changes of rules and $10,000, respectively.   Comparatively, for the nine months ended September 30, 2014, we repaid long-term debt of $20,761.regulations with little or no advance notice.

Results of Operations –

Three Months Ended September 30, 20152021 and 20142020

ForThe following table presents an overview of the three months ended September 30, 2015 we had salesresults 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 $126,006operations for the three months ended September 30, 2015.2021 and 2020:

Comparatively,Revenue

Revenue decreased by approximately $27,000 or 59.6% for the three months ended September 30, 2014, we had sales2021 as compared to the same period of $622,655.  Our cost2020. The decrease was mainly due to the decrease in the number of customers from mainland China resulting from the prolonged COVID-19 travel restriction and quarantine measures imposed by Hong Kong government during three months ended September 30, 2021.

Cost of sales and services was $297,831, resulting in a gross profit

Cost 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 $8,508sales represented commissions paid to individuals or companies who referred customers to us. The amount decreased by approximately $28,000 or 59.9% for the three months ended September 30, 2014.2021 as compared to the same period of 2020. The decrease was in line with the decrease of revenue.

The decline in operating resultsGross margin

Gross margin was 0% for the three months ended September 30, 20152021 as compared to the 0% for the same period of last year. The gross margin is consistent for both periods. 

General and administrative expenses

General and administrative expenses consist primarily of stock-based payments, employee salaries, office rents, insurance costs, general office operating expenses (e.g. utilities, repairs and maintenance) and professional fees. General and administrative expenses increased by approximately $16,000 or 26.5% for the three months ended September 30, 20142021 as compared to the same period of 2020. The increase was primarily resulted from a significant decreasedue to additional legal fees incurred in sales which decreased primarily fromconnection with the declining popularity of NASCAR, and also because ofReverse Split in 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 ninethree 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 a2021.

Net loss on the disposal of property of $5,600.  

As a result we hadof the factors described above, net loss of $248,470 for the ninethree months ended September 30, 2015.2021 increased by approximately 15,000 or 25.0%  as compared to the same period of 2020.

Comparatively,Six Ended September 30, 2021 and 2020

The following table presents an overview of the results of operations for the ninesix 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 general2021 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 $37,9592020:

Revenue

Revenue decreased by approximately $37,000 or 54.8% for the ninesix months ended September 30, 2014.

2021 as compared to the same period of 2020. The declinedecrease was mainly due to the decrease in operating results for the ninenumber of customers resulting from the prolonged COVID-19 travel restriction and quarantine measures imposed by Hong Kong government during the six months ended September 30, 2015 compared2021. 

Cost of sales

Cost of sales represented commissions paid to individuals or companies who referred customers to us. The amount decreased by approximately $36,000 or 54.2% for the ninesix months ended September 30, 20142021 as compared to the same period of 2020. The decrease was in line with the decrease of revenue.

Gross margin

Gross margin was 0% for the six months ended September 30, 2021 as compared to the 1.3% for the same period of last year. The lower gross margin in 2021 compared to 2020 was because our commission costs for the six months ended September 30, 2020 were relatively lower. During the six months ended September 30, 2021, we slightly increased our commissions for renewals for clients referred by YeeTah Financial from the previous year.

General and administrative expenses

General and administrative expenses increased by approximately $41,000 or 29.0% for the three months ended September 30, 2021 as compared to the same period of 2020. The increase was primarily due to additional legal fees incurred for the Reverse Split in the six months ended September 30, 2021.

Net loss

As a result of the factors described above, net loss for the six months ended September 30, 2021 increased by approximately $46,000 or 34% as compared to the same period of 2020.

Foreign Currency Translation

Our reporting currency is the United States dollar. Our 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 our balance sheets, income statement items and cash flow items for both the three and six months ended September 30, 2021 and 2020.

Liquidity and Capital Resources

We have financed our operations primarily through cash generated by operating activities, equity financings and advances from our principal stockholder. We are a holding company and conduct substantially all of our operations through YeeTah, which is our only entity that has cash inflows and outflows. Our expenses are paid directly either by YeeTah or our principal stockholder. There have been no cash and any asset transactions between us and our subsidiaries since the Share Exchange. As of September 30, 2021 and March 31, 2021, we had $29,242 and 35,605, 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, office administrative costs and employee salaries. Historically, our capital requirements were generally met by cash generated from our operations, equity financings and funding from our principal stockholder. In light of impact on our operations from the civilian protests in Hong Kong and the COVID-19 epidemic in China and Hong Kong, we undertook certain cost cutting measures, including but not limited to, relocating to a new office with a much lower rent and reducing the number of employees. Discretionary expenditures are also curtailed or reduced to save costs. In addition to adjusting our operating expenditures, we will continue to seek opportunities of equity financings and financial supports from our principal stockholder. Although historically we were successful in obtaining equity financings through the sales of our securities and obtaining loans from our principal stockholder, the availability of such financings when required is dependent on many factors beyond our control, such as the unforeseeable impact from COVID-19 and the recovery of the Hong Kong economy following the civilian protests.

Operating Activities:

Net cash used in operating activities was approximately $194,000 for the six months ended September 30, 2021, compared to net cash used in operating activities of approximately $163,000 for the same period of 2020, representing an increase of approximately $31,000 in the net cash outflow in operating activities. The increase in net cash used in operating activities was primarily due to an increase of net loss of $46,000 in the six months ended September 30, 2021 as compared to the same period of 2020 and the following major working capital changes:

Investing Activities:

There were no investing activities for the six months ended September 30, 2021.

Net cash used in investing activities was approximately $115,000 for the six months ended September 30, 2020, which was attributable to the cash used in the Share Exchange.

Financing Activities:

Net cash generated from financing activities was approximately $187,000 for the six months ended September 30, 2021, which was attributable to the net results of: (i) stockholder advances of approximately $211,000; (ii) share issuance proceeds of $200,500; (iii) repayment of related party of $200,500 and payment of $24,000 issuance costs for share issued in the period.

Net cash generated from financing activities was approximately $270,000 for the six months ended September 30, 2020, which was attributable to the net results of: (i) stockholder advances of approximately $260,000; (ii) repayment of stockholder advances of approximately $10,000; and (iii) capital contribution of $19,747 from a stockholder.

Material Commitments

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

Critical Accounting Policies

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

Off-balance Sheet Commitments and Arrangements

As of September 30, 2021, the Company did not have any material off-balance sheet arrangements that had or were reasonably likely to have any effect on their respective financial condition, changes in sales which decreased primarily from the declining popularityfinancial condition, revenues or expenses, results 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.operations, liquidity, capital expenditures or capital resources.

Item 3. Quantitative and Qualitative Disclosures Aboutabout Market RiskRisk.

Not applicable for smaller reporting companies.applicable.

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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 endedspecified 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 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 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 September 30, 2015 and December 31, 2014 we concluded that2021 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 current quarter ended September 30, 2021 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.

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.

Not applicable.

Item 6. Exhibits.

Item 6.   Exhibits

SIGNATURES

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 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.

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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 25

DALE JARRETT RACING ADVENTURE, INC.

By:

/s/Timothy Shannon

Timothy Shannon

Chief Executive Officer

Principal Financial Officer

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