Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Apr. 19, 2020 | Jun. 28, 2019 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-27251 | ||
Entity Registrant Name | QDM International Inc. | ||
Entity Central Index Key | 0001094032 | ||
Entity Tax Identification Number | 59-3564984 | ||
Entity Incorporation, State or Country Code | FL | ||
Entity Address, Address Line One | 8269 Burgos Ct | ||
Entity Address, City or Town | Orlando | ||
Entity Address, State or Province | FL | ||
Entity Address, Country | US | ||
Entity Address, Postal Zip Code | 32836 | ||
City Area Code | 828 | ||
Local Phone Number | 2445980 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3,238,433 | ||
Entity Common Stock, Shares Outstanding | 166,765,752 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 1,557 | $ 76,286 |
Cash in attorney trust account | 11,834 | |
Total current assets | 1,557 | 88,120 |
Property and equipment, at cost, net | 615 | 902 |
Total Assets | 2,172 | 89,022 |
Current liabilities: | ||
Accrued expenses | 33,000 | 17,500 |
Notes payable | 269,277 | 117,199 |
Advance from shareholder | 19,443 | |
Total current liabilities | 321,720 | 134,699 |
Stockholders' equity (deficit): | ||
Preferred stock, $.0001 par value, 5,000,000 shares authorized, 2,350,000 and 1,000,000 issued and outstanding | 235 | 100 |
Common stock, $.0001 par value, 200,000,000 shares authorized, 51,810,502 and 51,810,502 shares issued and 50,092,855 and 51,015,155 shares outstanding | 5,181 | 5,181 |
Additional paid-in capital | 8,664,158 | 8,451,308 |
Treasury stock, 1,417,647 and 795,347 shares at cost | (60,395) | (40,773) |
Accumulated (deficit) | (8,928,727) | (8,461,493) |
Total stockholders' equity (deficit) | (319,548) | (45,677) |
Total Liabilities and Stockholders' equity (deficit) | $ 2,172 | $ 89,022 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 2,350,000 | 1,000,000 |
Preferred stock, shares outstanding | 2,350,000 | 1,000,000 |
Common stock, par value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 51,810,502 | 51,810,502 |
Common stock, shares outstanding | 50,092,855 | 51,015,155 |
Treasury stock, shares | 1,417,647 | 795,347 |
Statements Of Operations
Statements Of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related party expenses: | ||
Officer compensation | $ 111,000 | $ 5,000 |
Board of Directors compensation | 212,985 | |
Office rent | 5,500 | 5,500 |
Travel | 7,597 | 2,608 |
Office expense | 7,195 | 2,266 |
Other expenses | 2,499 | |
General and administrative expenses | 93,389 | 45,131 |
Total operating expenses | 440,165 | 60,505 |
Loss from operations | (440,165) | (60,505) |
Other income (expense): | ||
Other income | 1,404 | |
Interest expense | (27,069) | (2,262) |
Total other income (expense), net | (27,069) | (858) |
Net loss from operations | $ (467,234) | $ (61,363) |
Per share information: | ||
Basic (loss) per share | $ (0.01) | $ 0 |
Diluted (loss) per share | $ (0.01) | $ 0 |
Preferred Stock [Member] | ||
Per share information: | ||
Weighted average basic shares outstanding: | 1,721,233 | 304,110 |
Weighted average diluted shares outstanding: | 10,721,233 | 3,041,096 |
Common Stock [Member] | ||
Per share information: | ||
Weighted average basic shares outstanding: | 51,325,129 | 51,287,214 |
Weighted average diluted shares outstanding: | 84,484,596 | 52,350,144 |
Statement Of Stockholders' Equi
Statement Of Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated [Deficit] | Total |
Beginning Balance, Shares at Dec. 31, 2017 | 50,810,502 | 671,650 | ||||
Beginning Balance, Amount at Dec. 31, 2017 | $ 5,081 | $ 8,332,805 | $ (39,009) | $ (8,400,130) | $ (101,253) | |
Stock purchased, shares | 1,000,000 | |||||
Stock purchased | $ 100 | 4,900 | 5,000 | |||
Stock exchanged for compensation, shares | 1,000,000 | |||||
Stock exchanged for compensation | $ 100 | 39,900 | 40,000 | |||
Shareholder notes forgiven | 53,703 | 53,703 | ||||
Accrued compensation forgiven | 20,000 | 20,000 | ||||
Treasury stock purchased, shares | 123,697 | |||||
Treasury stock purchased | $ (1,764) | (1,764) | ||||
Net loss | (61,363) | (61,363) | ||||
Ending Balance, Shares at Dec. 31, 2018 | 1,000,000 | 51,810,502 | 795,347 | |||
Ending Balance, Amount at Dec. 31, 2018 | $ 100 | $ 5,181 | 8,451,308 | $ (40,773) | (8,461,493) | (45,677) |
Stock exchanged for compensation, shares | 1,350,000 | |||||
Stock exchanged for compensation | $ 135 | 212,850 | 212,985 | |||
Treasury stock purchased, shares | 622,300 | |||||
Treasury stock purchased | $ (19,622) | (19,622) | ||||
Net loss | (467,234) | (467,234) | ||||
Ending Balance, Shares at Dec. 31, 2019 | 2,350,000 | 51,810,502 | 1,417,647 | |||
Ending Balance, Amount at Dec. 31, 2019 | $ 235 | $ 5,181 | $ 8,664,158 | $ (60,395) | $ (8,928,727) | $ (319,548) |
Statements Of Cash Flows
Statements Of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (467,234) | $ (61,363) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 287 | 287 |
Interest added to shareholder loans | 1,122 | |
Interest added to notes payable | 27,069 | 1,140 |
Stock compensation for Board of Directors | 212,985 | |
Changes in assets and liabilities: | ||
(Increase) decrease in cash in attorney’s trust account | 11,834 | (11,834) |
Increase in accrued expenses | 15,500 | 17,500 |
Total adjustments | 267,675 | 8,215 |
Net cash used in operating activities | (199,559) | (53,148) |
Cash flows from financing activities: | ||
Proceeds from notes payable | 125,009 | 116,059 |
Proceeds from issuance of stock | 5,000 | |
Proceeds from shareholder advance | 19,443 | |
Purchase of treasury stock | (19,622) | (1,764) |
Net cash provided by (used) in financing activities | 124,830 | 119,295 |
Net increase (decrease) in cash | (74,729) | 66,147 |
Cash and cash equivalents, beginning | 76,286 | 10,139 |
Cash and cash equivalents, ending | 1,557 | 76,286 |
Supplemental cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Non-cash and investing activities: | ||
Conversion of accrued officer compensation to preferred stock | 40,000 | |
Shareholder loans forgiven | 53,703 | |
Accrued officer compensation forgiven | $ 15,000 |
Organization, Significant Accou
Organization, Significant Accounting Policies and Liquidity | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Significant Accounting Policies and Liquidity | Note 1. Organization, Significant Accounting Policies and Liquidity We (the “ ” We are a telemedicine company that offers telemedicine access to K-12 schools at no cost to those schools and bill the patient’s insurance or Medicaid for the consultation. Beginning in January of 2016, we marketed our services within Florida and Georgia. Once these markets have been successfully captured, we will proceed to expand to other states limited only by the capital available to support our expansion. Our sales model features a no-cost entry point for school districts. Going Concern Our accompanying financial statements contemplate the realization of assets and liquidation of liabilities in the normal course of business. We have suffered recurring losses from operations and have stockholder and working capital deficits at December 31, 2019. Our primary liabilities as of December 31, 2019 consist of short-term notes payable that are due in 2019. We recognize we will ultimately either need to increase revenues and/or raise additional debt or equity capital to sustain our operations. We plan to continue close monitoring of general and administrative expenses in 2020 and may seek to reduce such expenses and we are also investigating the possibility of investing in an alternative business model. Absent our ability to be successful in such endeavors, we may seek to raise capital from existing shareholders. While we believe we will obtain adequate cash to meet our commitments in 2020, there can be no assurance that our beliefs will come to fruition in which case we would most likely have continuing as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern Revenue Recognition The Company recognizes revenue from the sale of products and services in accordance with ASC 606, “ Revenue Recognition Step 1: Identify the contract(s) with customers Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to performance obligations Step 5: Recognize revenue when the entity satisfies a performance obligation The Company recognizes revenue when it satisfies its obligation by transferring control of the good or service to the customer. A performance obligation is satisfied over time if one of the following criteria are met: a. the customer simultaneously receives and consumes the benefits as the entity performs; b. the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or c. the entity’s performance does not create an asset with an alternative use to the entity, and the entity has an enforceable right to payment for performance completed to date. Cost of services include all expenses directly incurred to generate revenue, which include costs such as products purchases, processing fees, chargebacks and disputes, and shipping costs. For purposes of the statements of cash flows, we consider all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. Accounts Receivable Accounts receivable are stated at estimated net realizable value. Accounts receivable are comprised of balances due from customer, net of estimated allowances for uncollectible accounts. In determining collectability, historical trends are evaluated and specific issues are reviewed to arrive at appropriate allowances. There was no allowance at December 31, 2019 and 2018. Property and Equipment Property and equipment are recorded at cost and are depreciated using the straight-line method over the estimated useful lives of the respective assets, ranging from 3 to 10 years. Major additions are capitalized, while minor additions and maintenance and repairs, which do not extend the useful life of an asset, are expensed as incurred. Long Lived Assets We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. No such impairment losses have been identified by the Company for the years ended December 31, 2019 and 2018. Use of Estimates The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The reported amounts of revenues and expenses may be affected by the estimates management is required to make. Actual results could differ from those estimates. Advertising Costs Advertising costs are charged to operations when the advertising first takes place. We did not have any advertising costs charged to operations for the years ended December 31, 2019 and 2018. Fair Value of Financial Instruments At December 31, 2019, our short-term financial instruments consist primarily of cash, accrued expenses, shareholder advance and short-term notes payable. The carrying amounts of these financial instruments approximate fair value because of their short-term maturities. We also believe the carrying values of our note payable obligations approximates its fair value because the terms on such obligation approximate the terms at which similar obligations could currently be negotiated. We do not hold or issue financial instruments for trading purposes nor do we hold or issue interest rate or leveraged derivative financial instruments. Segment Information The Company follows Financial Accounting Standards Board (FASB) ASC 280-10, Segment Reporting. Under ASC 280-10, certain information is disclosed based on the way management organizes financial information for making operating decisions and assessing performance. We currently operate in a single segment and will evaluate additional segment disclosure requirements if we expand our operations. Income Taxes We compute income taxes in accordance with FASB ASC Topic 740, Income Taxes. Under ASC-740, deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. Also, the effect on deferred taxes of a change in tax rates is recognized in income in the period that included the enactment date. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. We follow guidance in FASB ASC Topic 740-10, Accounting for Uncertainty in Income Taxes, which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. We do not believe we have taken any uncertain tax positions on any of our open income tax returns filed through the year ended December 31, 2019. Our methods of tax accounting are based on established income tax principles in the Internal Revenue Code and are properly calculated and reflected within our income tax returns. Due to the carryforwards of net operating losses, all of our federal and state income tax returns remain subject to audit. Stock-Based Compensation We recognize stock-based compensation in accordance with FASB ASC 718, Stock Compensation. ASC 718 requires that the cost resulting from all share-based transactions be recorded in the financial statements. It establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all entities to apply a fair-value-based measurement in accounting for share-based payment transactions with employees. The Statement also establishes fair value as the measurement objective for transactions in which an entity acquires goods or services from non-employees in share-based payment transactions. Net Loss Per Share We calculate net loss per share in accordance with ASC Topic 260, Earnings per Share. Basic loss per share is calculated by dividing net loss by the weighted average number of shares of common stock outstanding for the period. Diluted loss per share is calculated by dividing net loss by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding. During periods in which we incur losses, common stock equivalents, if any, are not considered, as their effect would be anti-dilutive. At December 31, 2019 and 2018, we had 85,143,452 and 68,158,002 shares of common stock outstanding on a fully diluted basis, respectively. At December 31, 2019 and 2018, we had 1,000,000 and 1,000,000 dilutive preferred shares outstanding, respectively. These preferred shares were convertible into 10,000,000 shares of common stock. Recent Accounting Pronouncements We do not believe any recently issued accounting standards will have a material impact on our financial statements. |
Cash in attorney trust accounts
Cash in attorney trust accounts | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Cash in attorney trust accounts | Note 2. Cash in attorney trust accounts At December 31, 2019 and 2018, the Company has $0 and $11,834 held in attorney trust accounts. The accounts do not bear interest and the Company may withdraw funds any time at its discretion. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 3. Property and Equipment Property and equipment consist of the following at December 31, 2019 and 2018: 2019 2018 Office equipment $ 1,664 $ 1,664 Less accumulated depreciation (1,043 ) (761 ) $ 615 $ 902 Depreciation charged to operations was $287 and $287 for the years ended December 31, 2019 and 2018, respectively. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 4. Notes Payable For the year ended December 31, 2018, the Company received cash proceeds the issuance of promissory notes in the aggregate principal amount of $241,067. These notes bear a simple interest at 12.0% and are due and payable for varying terms ranging from one to two years after their issuance. The notes are convertible to shares of common stock of the Company at a conversion price per share is $0.008, subject to adjustments for stock splits and combinations. |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Note 5. Long-term Debt At December 31, 2019 and 2018, we were not obligated for any long-term debt. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Deficit | Note 6. Stockholders’ Deficit No compensation cost was recognized during 2019 or 2018 as a result of stock options. We had no exercisable options outstanding at December 31, 2019. On July 11, 2018, we sold 1,000,000 shares of common stock in exchange for $5,000 of cash. On September 12, 2018, the Company issued 1,000,000 shares of preferred stock to Tim Shannon, our then Chief Executive Officer, President and sole employee, in exchange for $40,000 of compensation that had been accrued but not paid to him. Each preferred share was convertible, after one year, to ten shares of common stock. At the time of the preferred shares issuance, there was no market value of preferred shares as these were the first issued by the Company. On October 30, 2018, Tim Shannon sold these shares to an unrelated third party for a cash payment of $40,000. Recognizing that the convertibility of the preferred shares was not until September 12, 2019 and that a sale to an unrelated third party occurred on October 30, 2018, the Company has valued the issuance of these shares at $40,000. On June 20, 2019, the Company issued an aggregate of 1,350,000 shares of Preferred Series B stock to its Board of Directors for services rendered. These shares were subsequently sold in March of 2020 with 71 million shares of common stock. The 1,350,000 shares of TVMD Preferred Series B stock represented $212,985 of the $500,000 purchase price. Therefore, this value was used to value the issuance of the preferred shares on issuance date as the subsequent sale represented an independent, third party arms-length transaction creating a fair value for these shares. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8. Income Taxes We have not provided for income taxes in 2019 or 2018 as a result of operating losses. We have net operating loss carryforwards at December 31, 2019 of approximately $3,950,000 that expire in various years through 2039. We have fully reserved our net deferred income tax asset since we are uncertain as to whether future income from operations will be available to utilize it. The approximate deferred tax assets and liabilities, assuming a blended state and federal rate of 26% and the related allowance are as follows: 2019 2018 Non-current deferred tax assets (liabilities), net: Tax benefit of net operating loss carryforwards $ 1,027,000 $ 962,000 Less valuation allowance (1,027,000 ) (962,000 ) Net deferred tax asset $ - $ - The valuation reserve increased by $65,000 in 2019 and by $26,000 in 2018. The provision (benefit) for income taxes differs from the amount computed by applying the statutory federal income tax rate to our loss before income taxes for the years ended December 31, 2019 and 2018. Our combined federal and state effective tax rate as a percentage before taxes for the years ended December 31, 2019 and 2018, approximated 26%. The following are reconciliations of the income tax at the effective tax rate with the income tax at the U.S. federal and state statutory tax rate for the years ended December 31, 2019 and 2018: 2018 2017 Income tax provision at the federal and state statutory rate 26 % 26 % Effect of operating losses and other temporary differences (26 )% (26 )% Effective tax rates 0 % 0 % |
Extinguishment of Debt
Extinguishment of Debt | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Extinguishment of Debt | Note 9. Extinguishment of Debt In October 2018, our then Chief Executive Officer and President and two shareholders agreed to forgive their notes receivable and related accrued interest. The total of this extinguished debt was $53,703. The amount of the extinguished debt was added to additional paid in capital as the noteholders were related parties. In October 2018, our then Chief Executive Officer and President agreed to forego accrued officer compensation in the amount of $20,000. The amount of the extinguished debt was added to additional paid in capital as our Chief Executive Officer and President is a related party. |
Related Party Transaction
Related Party Transaction | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transaction | Note 10. Related Party Transaction During the 4th quarter of 2018 and first quarter of 2019, certain shareholders and affiliates of shareholders provided funds in the aggregate principal amount of $241,067 to the Company in exchange for promissory notes bearing a simple interest at 12% per annum and varying maturity dates ranging from one to two years from the date of issuance. These notes are convertible to shares of common stock at $0.008 per share, subject to certain adjustments, during the term on the note at the option of the holders. In September 2018, the Board approved the issuance of 1,000,000 shares of the Company’s preferred shares to our then President in exchange for services rendered. In October 2018, our then Chief Executive Officer and President and two shareholders agreed to forgive their notes receivable and related accrued interest. The total of this extinguished debt was $53,703. In October 2018, our then Chief Executive Officer and President agreed to forego accrued officer compensation in the amount of $20,000. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11. Subsequent Events In January 2020, the Company converted its outstanding convertible notes into shares of common stock. The $271,642 in notes payable with interest accrued was converted into 33,955,250 shares of common stock at a price of $0.008 per share. In February 2020, the Company issued 104,000,000 shares of common stock at the equivalent price of $.001 per share in lieu of accrued compensation to our then Chief Executive Officer and President. The Company also converted 1,000,000 shares of Series A preferred shares into 10,000,000 shares of its common stock. In February 2020, the Board approved the cancellation of 33,000,000 shares of common stock to our then Chief Executive Officer and President which were issued earlier in the month. This cancellation was necessary to keep the Company in compliance with the public float requirement of the OTCQB marketplace. In February 2020, Timothy Shannon forgave $71,000 of debt owed to him from the Company in connection with the change of control. On March 11, 2020, we incorporated QDM International Inc. ( “ ” “ ” “ ” “ ” Pursuant to the Merger Agreement, Merger Sub merged with and into the Company being the surviving entity. As a result, the separate corporate existence of Merger Sub ceased and the Company became a direct, wholly-owned subsidiary of QDM. Pursuant to the Merger Agreement and as a result of the Merger, all issued and outstanding shares of common stock and Series B Preferred Shares of the Company were converted into shares of QDM Common Stock and Series B Preferred Shares of QDM, respectively, on a one-for-one basis, with QDM securities having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding share of the Company’s securities being converted. As a result, upon consummation of the Merger, all of our stockholders immediately prior to the Merger became stockholders of QDM. Upon consummation of the Merger, QDM became the successor issuer to the Company pursuant to 12g-3(a) and as a result shares of QDM Common Stock was deemed to be registered under Section 12(g) of the Exchange Act. |