Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2020 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | QDM International Inc. |
Entity Central Index Key | 0001094032 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Incorporation, State or Country Code | FL |
Entity Emerging Growth Company | false |
CONDENSED BALANCE SHEETS (Unaud
CONDENSED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | |||||
Cash and cash equivalents | $ 157 | $ 1,557 | $ 76,286 | ||
Accounts receivables, net | |||||
Prepaid expenses | 18,000 | ||||
Deferred assets | |||||
Due from related parties | |||||
Cash in attorney trust account | 11,834 | ||||
Total current assets | 18,157 | 1,557 | 88,120 | ||
Non-current assets | |||||
Property and equipment, at cost, net | 615 | 902 | |||
Total Assets | 18,157 | 2,172 | 89,022 | ||
Current liabilities: | |||||
Accounts payable & accrued liabilities | 33,000 | 17,500 | |||
Notes payable | 269,277 | 117,199 | |||
Due to related party | 95,600 | 19,443 | |||
Total current liabilities | 95,600 | 321,720 | 134,699 | ||
Total liabilities | 95,600 | ||||
Stockholders' equity (deficit): | |||||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 13,500 and 23,500 issued and outstandingtanding | 135 | 235 | 100 | ||
Common stock, $0.0001 par value, 200,000,000 shares authorized, 1,668,049 and 518,105 shares issued and 1,653,873 and 503,929 shares outstanding | 167 | 5,181 | 5,181 | ||
Additional paid-in capital | 9,064,446 | 8,664,158 | 8,451,308 | ||
Subscription receivable | |||||
Treasury stock, 14,176 and 14,176 shares at cost | (60,395) | (60,395) | (40,773) | ||
Accumulated (deficit) | (9,081,796) | (8,928,727) | (8,461,493) | ||
Total stockholders' equity (deficit) | (77,443) | (319,548) | (45,677) | ||
Total Liabilities and Stockholders' equity (deficit) | 18,157 | $ 2,172 | $ 89,022 | ||
QDM Holdings Limited [Member] | |||||
Current assets: | |||||
Cash and cash equivalents | 54,359 | $ 62,399 | $ 24,716 | ||
Accounts receivables, net | 17,142 | 9,865 | 48,713 | ||
Other receivable | 38,462 | ||||
Prepaid expenses | 15,597 | 13,672 | 19,471 | ||
Deferred assets | 115,000 | ||||
Due from related parties | 10,009 | 20,316 | |||
Total current assets | 212,107 | 106,252 | 131,362 | ||
Non-current assets | |||||
Property and equipment, at cost, net | 167 | 335 | 2,366 | ||
Total Assets | 212,274 | 106,587 | 133,728 | ||
Current liabilities: | |||||
Accounts payable & accrued liabilities | 7,489 | 3,774 | 11,761 | ||
Due to related party | 182,243 | 24,628 | 71,904 | ||
Total current liabilities | 189,732 | 28,402 | 83,665 | ||
Total liabilities | 189,732 | 28,402 | 83,665 | ||
Stockholders' equity (deficit): | |||||
Common stock, $0.0001 par value, 200,000,000 shares authorized, 1,668,049 and 518,105 shares issued and 1,653,873 and 503,929 shares outstanding | 50,000 | 50,000 | 1,282 | ||
Additional paid-in capital | 408,974 | 408,974 | 408,974 | ||
Subscription receivable | (48,718) | (48,718) | (53,205) | ||
Treasury stock, 14,176 and 14,176 shares at cost | |||||
Accumulated (deficit) | (387,714) | (332,071) | (306,988) | ||
Total stockholders' equity (deficit) | 22,542 | 78,185 | 50,063 | ||
Total Liabilities and Stockholders' equity (deficit) | $ 212,274 | $ 106,587 | $ 133,728 |
CONDENSED BALANCE SHEETS (Una_2
CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred stock, par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 13,500 | 23,500 | 1,000,000 |
Preferred stock, shares outstanding | 13,500 | 23,500 | 1,000,000 |
Common stock, par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, shares issued | 1,668,049 | 518,105 | 51,810,502 |
Common stock, shares outstanding | 1,653,873 | 503,929 | 51,015,155 |
Treasury stock, shares | 14,176 | 14,176 | 795,347 |
QDM Holdings Limited [Member] | |||
Common stock, par value per share | $ 1 | ||
Common stock, shares authorized | 50,000 | ||
Common stock, shares issued | 50,000 | ||
Common stock, shares outstanding | 50,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 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 & administrative expenses | $ 29,500 | $ 40,787 | $ 150,687 | $ 194,721 | 93,389 | 45,131 | ||||
Total operating expenses | 29,500 | 40,487 | 150,687 | 194,721 | 440,165 | 60,505 | ||||
Loss from operations | (29,500) | (40,787) | (150,687) | (194,721) | (440,165) | (60,505) | ||||
Other expense | ||||||||||
Interest expense | (7,292) | (2,365) | (20,918) | (27,069) | (2,262) | |||||
Other expenses - write off of fixed assets | (543) | |||||||||
Other income | 526 | 1,404 | ||||||||
Total other (income) expenses | (7,292) | (2,382) | (20,918) | (27,069) | (858) | |||||
Loss before income taxes | (29,500) | (48,079) | (153,069) | (215,639) | ||||||
Provision for income taxes | ||||||||||
Net loss from operations | $ (29,500) | $ (48,079) | $ (153,069) | $ (215,639) | $ (467,234) | $ (61,363) | ||||
Earnings (loss) per common share: | ||||||||||
Basic loss per share | $ (0.02) | $ (0.10) | $ (0.11) | $ (0.43) | $ (0.01) | $ 0 | ||||
Diluted loss per share | $ (0.02) | $ (0.10) | $ (0.11) | $ (0.43) | $ (0.01) | $ 0 | ||||
QDM Holdings Limited [Member] | ||||||||||
Revenues | $ 46,020 | $ 70,908 | $ 66,900 | $ 123,181 | $ 221,289 | $ 445,234 | ||||
Cost of sales | 46,419 | 81,294 | 65,997 | 125,210 | 200,011 | 409,998 | ||||
Gross profit | (399) | (10,386) | 903 | (2,029) | 21,278 | 35,236 | ||||
Related party expenses: | ||||||||||
General & administrative expenses | 30,241 | 36,489 | 59,853 | 75,796 | 151,893 | 210,219 | ||||
Total operating expenses | 30,241 | 36,489 | 59,853 | 75,796 | 151,893 | 210,219 | ||||
Loss from operations | (30,640) | (46,875) | (58,950) | (77,825) | (130,615) | (174,983) | ||||
Other expense | ||||||||||
Finance costs | 154 | 231 | 103 | 84 | 109 | |||||
Other income | (35,769) | (3,538) | (70,296) | (105,616) | (107,697) | |||||
Total other (income) expenses | 154 | (35,769) | (3,307) | (70,193) | (105,532) | (107,588) | ||||
Loss before income taxes | (30,794) | (11,106) | (55,643) | (7,632) | (25,083) | (67,395) | ||||
Net loss from operations | (30,794) | (11,106) | (55,643) | (7,632) | (25,083) | (67,395) | ||||
Comprehensive loss | $ (30,794) | $ (11,106) | $ (55,643) | $ (7,632) | $ (25,083) | $ (67,395) | ||||
Earnings (loss) per common share: | ||||||||||
Basic & diluted net loss per share | $ (0.62) | $ (8.66) | $ (1.11) | $ (5.95) | $ (0.81) | $ (55.11) | ||||
Weighted average basic & diluted shares outstanding | 50,000 | 1,282 | 50,000 | 1,282 | 30,780 | 1,223 | ||||
Preferred Stock [Member] | ||||||||||
Other expense | ||||||||||
Net loss from operations | ||||||||||
Earnings (loss) per common share: | ||||||||||
Weighted average basic shares outstanding | 1,721,233 | 304,110 | ||||||||
Weighted average diluted shares outstanding | 10,721,233 | 3,041,096 | ||||||||
Weighted average basic & diluted shares outstanding | 13,500 | 10,000 | 15,038 | 10,000 | ||||||
Common Stock [Member] | ||||||||||
Other expense | ||||||||||
Net loss from operations | ||||||||||
Earnings (loss) per common share: | ||||||||||
Weighted average basic shares outstanding | 51,325,129 | 51,287,214 | ||||||||
Weighted average diluted shares outstanding | 84,484,596 | 52,350,144 | ||||||||
Weighted average basic & diluted shares outstanding | 1,653,872 | 503,929 | 1,427,870 | 505,759 |
CONDENSED STATEMENTS OF STOCKHO
CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated [Deficit] | Total |
Beginning balance, shares at Dec. 31, 2017 | 50,810,502 | 671,650 | ||||
Beginning balance, value at Dec. 31, 2017 | $ 5,081 | $ (39,009) | $ 8,332,805 | $ (8,400,130) | $ (101,253) | |
Shares issuance, shares | 1,000,000 | |||||
Shares issuance, value | $ 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 | 10,000 | 518,105 | 7,953 | |||
Ending balance, value at Dec. 31, 2018 | $ 100 | $ 5,181 | $ (40,773) | 8,451,308 | (8,461,493) | (45,677) |
Share redemptions, shares | 6,223 | |||||
Share redemptions, value | $ (19,622) | (19,622) | ||||
Net loss | (215,639) | (215,639) | ||||
Ending balance, shares at Sep. 30, 2019 | 10,000 | 518,105 | 14,176 | |||
Ending balance, value at Sep. 30, 2019 | $ 100 | $ 5,181 | $ (60,395) | 8,451,308 | (8,677,132) | (280,938) |
Beginning balance, shares at Dec. 31, 2018 | 10,000 | 518,105 | 7,953 | |||
Beginning balance, value at Dec. 31, 2018 | $ 100 | $ 5,181 | $ (40,773) | 8,451,308 | (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 | 23,500 | 518,105 | 14,176 | |||
Ending balance, value at Dec. 31, 2019 | $ 235 | $ 5,181 | $ (60,395) | 8,664,158 | (8,928,727) | (319,548) |
Ending balance, shares at Sep. 30, 2019 | 10,000 | 518,105 | 14,176 | |||
Ending balance, value at Sep. 30, 2019 | $ 100 | $ 5,181 | $ (60,395) | 8,451,308 | (8,677,132) | (280,938) |
Beginning balance, shares at Jun. 30, 2019 | 10,000 | 518,105 | 14,176 | |||
Beginning balance, value at Jun. 30, 2019 | $ 100 | $ 5,181 | $ (60,395) | 8,451,308 | (8,629,053) | (232,859) |
Net loss | (48,079) | (48,079) | ||||
Ending balance, shares at Sep. 30, 2019 | 10,000 | 518,105 | 14,176 | |||
Ending balance, value at Sep. 30, 2019 | $ 100 | $ 5,181 | $ (60,395) | 8,451,308 | (8,677,132) | (280,938) |
Beginning balance, shares at Dec. 31, 2019 | 23,500 | 518,105 | 14,176 | |||
Beginning balance, value at Dec. 31, 2019 | $ 235 | $ 5,181 | $ (60,395) | 8,664,158 | (8,928,727) | (319,548) |
Share redemptions, value | ||||||
Shares consolidation, value | $ (5,129) | 5,129 | ||||
Balance (Adjusted), shares | 23,500 | 518,105 | 14,176 | |||
Balance (Adjusted), value | $ 235 | $ 52 | $ (60,395) | 8,669,287 | (8,928,727) | (319,548) |
Conversion of notes payable, shares | 339,553 | |||||
Conversion of notes payable, value | $ 34 | 271,608 | 271,642 | |||
Conversion of preferred shares to common shares, shares | (10,000) | 100,000 | ||||
Conversion of preferred shares to common shares, value | $ (100) | $ 10 | 90 | |||
Share issuance -reverse split round-up, shares | 391 | |||||
Share issuance -reverse split round-up, value | ||||||
Contribution from shareholders | 33,009 | 33,009 | ||||
Forgiveness of shareholder advances | 19,443 | 19,443 | ||||
Net loss | (153,069) | (153,069) | ||||
Ending balance, shares at Sep. 30, 2020 | 13,500 | 1,668,049 | 14,176 | |||
Ending balance, value at Sep. 30, 2020 | $ 135 | $ 167 | $ (60,395) | 9,064,446 | (9,081,796) | (77,443) |
Ending balance, shares at Sep. 30, 2020 | 13,500 | 1,668,049 | 14,176 | |||
Ending balance, value at Sep. 30, 2020 | $ 135 | $ 167 | $ (60,395) | 9,064,446 | (9,081,796) | (77,443) |
Beginning balance, shares at Jun. 30, 2020 | 13,500 | 1,668,049 | 14,176 | |||
Beginning balance, value at Jun. 30, 2020 | $ 135 | $ 167 | $ (60,395) | 9,049,699 | (9,052,296) | (62,690) |
Contribution from shareholders | 14,747 | 14,747 | ||||
Net loss | (29,500) | (29,500) | ||||
Ending balance, shares at Sep. 30, 2020 | 13,500 | 1,668,049 | 14,176 | |||
Ending balance, value at Sep. 30, 2020 | $ 135 | $ 167 | $ (60,395) | $ 9,064,446 | $ (9,081,796) | $ (77,443) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY - USD ($) | Common Stock | Additional Paid-In Capital | Subscription receivable | Accumulated Deficit | Total |
Beginning Balance at Mar. 31, 2018 | $ 1,116 | $ 355,935 | $ (239,593) | $ 117,458 | |
Beginning Balance, in Shares at Mar. 31, 2018 | 1,116 | ||||
Net income (loss) | (67,395) | (67,395) | |||
Share issuance | $ 166 | 53,039 | (53,205) | ||
Share issuance, in Shares | 166 | ||||
Ending Balance at Mar. 31, 2019 | $ 1,282 | 408,974 | (53,205) | (306,988) | 50,063 |
Ending Balance, in Shares at Mar. 31, 2019 | 1,282 | ||||
Net income (loss) | (7,632) | (7,632) | |||
Ending Balance at Sep. 30, 2019 | $ 1,282 | 408,974 | (53,205) | (314,620) | 42,431 |
Ending Balance, in Shares at Sep. 30, 2019 | 1,282 | ||||
Beginning Balance at Mar. 31, 2019 | $ 1,282 | 408,974 | (53,205) | (306,988) | 50,063 |
Beginning Balance, in Shares at Mar. 31, 2019 | 1,282 | ||||
Net income (loss) | (25,083) | (25,083) | |||
Cash collected for subscription receivable | 53,205 | 53,205 | |||
Share issuance | $ 48,718 | (48,718) | |||
Share issuance, in Shares | 48,718 | ||||
Ending Balance at Mar. 31, 2020 | $ 50,000 | 408,974 | (48,718) | (332,071) | 78,185 |
Ending Balance, in Shares at Mar. 31, 2020 | 50,000 | ||||
Beginning Balance at Jun. 30, 2019 | $ 1,282 | 408,974 | (53,205) | (303,514) | 53,537 |
Beginning Balance, in Shares at Jun. 30, 2019 | 1,282 | ||||
Net income (loss) | (11,106) | (11,106) | |||
Ending Balance at Sep. 30, 2019 | $ 1,282 | 408,974 | (53,205) | (314,620) | 42,431 |
Ending Balance, in Shares at Sep. 30, 2019 | 1,282 | ||||
Beginning Balance at Mar. 31, 2020 | $ 50,000 | 408,974 | (48,718) | (332,071) | 78,185 |
Beginning Balance, in Shares at Mar. 31, 2020 | 50,000 | ||||
Net income (loss) | (55,643) | (55,643) | |||
Ending Balance at Sep. 30, 2020 | $ 50,000 | 408,974 | (48,718) | (387,714) | 22,542 |
Ending Balance, in Shares at Sep. 30, 2020 | 50,000 | ||||
Beginning Balance at Jun. 30, 2020 | $ 50,000 | 408,974 | (48,718) | (356,920) | 53,336 |
Beginning Balance, in Shares at Jun. 30, 2020 | 50,000 | ||||
Net income (loss) | (30,794) | (30,794) | |||
Ending Balance at Sep. 30, 2020 | $ 50,000 | $ 408,974 | $ (48,718) | $ (387,714) | $ 22,542 |
Ending Balance, in Shares at Sep. 30, 2020 | 50,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||||||||
Net loss | $ (153,069) | $ (215,639) | $ (467,234) | $ (61,363) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation | 72 | 215 | 287 | 287 | ||||
Interest added to shareholder loans | 1,122 | |||||||
Interest added to notes payable | 2,365 | 20,917 | 27,069 | 1,140 | ||||
Share-based payments | 38,080 | 212,985 | ||||||
Write-off of fixed assets | 543 | |||||||
Changes in assets and liabilities: | ||||||||
Increase in cash in prepaid expenses | (18,000) | |||||||
Decrease in cash in attorney's trust account | 11,834 | 11,834 | (11,834) | |||||
(Increase) decrease in accounts payable and accrued liabilities | (9,500) | 15,500 | 17,500 | |||||
Total adjustments | 267,675 | 8,215 | ||||||
Net cash used in operating activities | (130,009) | (192,173) | (199,559) | (53,148) | ||||
Cash flows from financing activities: | ||||||||
Proceeds from notes payable | 125,008 | 125,009 | 116,059 | |||||
Proceeds from issuance of stock | 5,000 | |||||||
Proceeds from shareholder advance | 95,600 | 19,443 | 19,443 | |||||
Redemption of common shares | (19,622) | |||||||
Contribution from shareholders | 33,009 | |||||||
Purchase of treasury stock | (19,622) | (1,764) | ||||||
Net cash provided by (used) in financing activities | 128,609 | 124,829 | 124,830 | 119,295 | ||||
Cash Flows in Investing Activities: | ||||||||
Net increase (decrease) in cash | (1,400) | (67,344) | (74,729) | 66,147 | ||||
Cash and cash equivalents, beginning | 1,557 | 76,286 | 76,286 | 10,139 | ||||
Cash and cash equivalents, ending | $ 157 | $ 8,942 | 157 | 8,942 | 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 | |||||||
Forgiveness of accrued officer compensation | 33,000 | $ 15,000 | ||||||
QDM Holdings Limited [Member] | ||||||||
Cash flows from operating activities: | ||||||||
Net loss | (55,643) | (7,632) | $ (25,083) | $ (67,395) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation | 167 | 167 | 334 | 2,031 | ||||
Net loss from write-off of property and equipment | 1,696 | 1,696 | ||||||
Changes in assets and liabilities: | ||||||||
Accounts receivable | (7,277) | 34,899 | 38,848 | (39,390) | ||||
Other receivable | 38,462 | |||||||
Prepaid expenses and other assets | 5,799 | |||||||
Increase in cash in prepaid expenses | (1,925) | (2,005) | ||||||
(Increase) decrease in accounts payable and accrued liabilities | 3,715 | 13,872 | (7,987) | (3,893) | ||||
Due to a related party | 13,574 | (2,568) | (32,795) | 41,520 | ||||
Net cash used in operating activities | (47,389) | 38,429 | 19,274 | (67,127) | ||||
Cash flows from financing activities: | ||||||||
Receipt of subscription receivable from shareholder | 53,205 | |||||||
Proceeds borrowed from related parties | 164,358 | 36,337 | 35,898 | |||||
Payment to related parties | (10,009) | (71,538) | (34,796) | |||||
Net cash provided by (used) in financing activities | 154,349 | (35,201) | 18,409 | 35,898 | ||||
Cash Flows in Investing Activities: | ||||||||
Deferred costs related to reverse acquisition | (115,000) | |||||||
Net cash used in investing activities | (115,000) | |||||||
Effect of foreign exchange rate changes | ||||||||
Net increase (decrease) in cash | (8,040) | 3,228 | 37,683 | (31,229) | ||||
Cash and cash equivalents, beginning | 62,399 | 24,716 | 24,716 | 55,945 | ||||
Cash and cash equivalents, ending | 54,359 | 27,944 | $ 54,359 | $ 27,944 | 62,399 | 24,716 | ||
Supplemental cash flow information: | ||||||||
Cash paid for interest | ||||||||
Cash paid for income taxes |
Organization and liquidity
Organization and liquidity | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | |
Organization and liquidity | Note 1. Organization and liquidity QDM International Inc. (“we,” the “Company” or similar terminology) was incorporated in Florida in March 2020 and is the successor to 24/7 Kid Doc, Inc. (“24/7 Kid Doc”) which was incorporated under the laws of the State of Florida on November 24, 1998 under the name Jarrett Favre Driving Adventure Inc. 24/7 Kid Doc operated a racing school which provided entertainment based oval driving classes, rides and events. On November 21, 2002, 24/7 Kid Doc changed its name to Dale Jarrett Racing Adventure, Inc. On November 18, 2015, 24/7 Kid Doc sold the assets and liabilities of the racing school to Tim Shannon and changed its name to 24/7 Kid Doc, Inc. to more accurately reflect its proposed operations. Before the change of control discussed below, 24/7 Kid Doc was a telemedicine company that provided Connect-a-Doc telemedicine kits to schools and its services aimed to provide an effective and affordable alternative to schools that desire to provide a higher level of healthcare to their students but are unable to keep a full-time school nurse available. On March 3, 2020, a stock purchase agreement (the “Agreement”) was entered into by and between Huihe Zheng and Tim Shannon, our then controlling stockholder as well as Chief Executive Officer, Chief Financial Officer, President and director. Pursuant to the Agreement, Mr. Shannon sold to Mr. Zheng (i) 710,000 (71,000,000 shares before the Reverse Stock Split as defined below) shares of common stock of 24/7 Kid Doc, representing 42.6% of the total issued and outstanding shares of common stock of 24/7 Kid Doc as of March 9, 2020 and (ii) 13,500 (1,350,000 shares before the Reverse Stock Split as defined below) Series B Preferred Shares, each entitling the holder to 100 votes on all corporate matters submitted for stockholder approval, in consideration of $500,000 in cash from Mr. Zheng’s personal funds. The shares of common stock and Series B Preferred Shares acquired by Mr. Zheng, in the aggregate, represented 68.3% of the outstanding voting securities of 24/7 Kid Doc as of March 9, 2020, and the acquisition of such shares resulted in a change in control of 24/7 Kid Doc. On March 11, 2020, the Company was incorporated in Florida as a wholly owned subsidiary of 24/7 Kid Doc and QDM Merger Sub, Inc. (“Merger Sub”), a Florida corporation and a wholly owned subsidiary of the Company, for the purposes of effectuating a name change by implementing a reorganization of the corporate structure of 24/7 Kid Doc through a merger (the “Merger”). On March 13, 2020, an Agreement and Plan of Merger (the “Merger Agreement”) was entered into by and among 24/7 Kid Doc, the Company, and Merger Sub. On April 8, 2020, the Articles of Merger were filed with the State of Florida to effect the Merger as stipulated by the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub merged with and into 24/7 Kid Doc, with 24/7 Kid Doc being the surviving entity. As a result, the separate corporate existence of Merger Sub ceased and 24/7 Kid Doc became a direct, wholly-owned subsidiary of the Company. Pursuant to the Merger Agreement and as a result of the Merger, all issued and outstanding shares of common stock and Series B Preferred Shares of 24/7 Kid Doc were converted into shares of the Company’s common stock and Series B Preferred Shares, respectively, on a one-for-one basis, with the Company securities having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding share of the securities of 24/7 Kid Doc being converted. As a result, upon consummation of the Merger, all of the stockholders of 24/7 Kid Doc immediately prior to the Merger became stockholders of the Company. 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 September 30, 2020. We recognize we will need to raise additional funds either through debt or equity financing to sustain our operations. We plan to continue to closely monitor our general and administrative expenses in 2020 and make adjustments when possible. 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. | ||
QDM Holdings Limited [Member] | |||
Organization and liquidity | 1. Organization and principal activities QDM Holdings Limited (the “Company” or “QDM Holdings” was incorporated in the British Virgin Island on August 23, 2019. The Company, through its operating subsidiary YeeTah Insurance Consultant Limited (“YeeTah”) located in Hong Kong, China, is a licensed insurance brokerage company 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 also assists its customers with their investment through the MPF and the Occupational Retirement Schemes Ordinance schemes (“ORSO”) in Hong Kong, both of which are retirement protection schemes set up for employees. Going concern The condensed unaudited consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception (April 24, 2015) resulting in an accumulated deficit as of September 30, 2020. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profits in the future and/or to obtain necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months primarily through financings from the Company’s major shareholder. These condensed unaudited consolidated financial statements do not reflect adjustments that would be necessary if the Company were unable to continue as a “going concern.” While management believes that the actions already taken or planned, including adjusting its operating expenditures and obtaining financial supports from its principal shareholder, will mitigate the adverse conditions and events which raise doubt about the validity of the “going concern” assumption used in preparing these financial statements, there can be no assurance that these actions will be successful. If the Company were unable to continue as a “going concern,” then substantial adjustments would be necessary to the reported amounts of its liabilities, the reported expenses and the consolidated balance sheet classifications used. | 1. Organization and principal activities QDM Holdings Limited (“QDM BVI”) was incorporated in the British Virgin Island on August 23, 2019 and conducts its business through its operating subsidiary in Hong Kong, YeeTah Insurance Consultant Limited (“YeeTah”), YeeTah is a licensed insurance brokerage company 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 also assists its customers with their investment through the MPF and the Occupational Retirement Schemes Ordinance schemes (“ORSO”) in Hong Kong, both of which are retirement protection schemes set up for employees. QDM BVI, QDM Group Limited, a wholly owned subsidiary of QDM BVI, and YeeTah are collectively refer to as the “Group.” Going concern The consolidated financial statements have been prepared on a going concern basis which assumes the Group will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Group has incurred a loss since inception (April 24, 2015) resulting in an accumulated deficit of $332,071 as of March 31, 2020. Accordingly, there is substantial doubt about the Group’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Group generating profits in the future and/or to obtain necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months primarily through financings from the Group’s major shareholder. These consolidated financial statements do not reflect adjustments that would be necessary if the Group were unable to continue as a “going concern.” While management believes that the actions already taken or planned, including adjusting its operating expenditures and obtaining financial supports from its principal shareholder, will mitigate the adverse conditions and events which raise doubt about the validity of the “going concern” assumption used in preparing these financial statements, there can be no assurance that these actions will be successful. If the Group were unable to continue as a “going concern,” then substantial adjustments would be necessary to the reported amounts of its liabilities, the reported expenses and the consolidated balance sheet classifications used. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Summary of significant accounting policies | Note 2. Summary of significant accounting policies Basis of Presentation The Company’s unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2020. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Cash and Cash Equivalents 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. 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. As at September 30, 2020, we did not have any long lived assets. Revenue Recognition On January 1, 2019, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers, which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers that supersedes most current revenue recognition guidance. The updated guidance, and subsequent clarifications, collectively referred to as ASC 606, require an entity to recognize revenue when it transfers control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Previously we recorded revenue based on ASC Topic 605. Adoption of new accounting standard did not have any material impact on our reported revenue. Revenue is recognized when the following criteria are met: · Identification of the contract, or contracts, with customer; · Identification of the performance obligations in the contract; · Determination of the transaction price; · Allocation of the transaction price to the performance obligations in the contract; and · Recognition of revenue when, or as, we satisfy performance obligation. The Company did not generate any revenue during the three and nine months ended September 30, 2020 and 2019. 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 that 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 three and nine months ended September 30, 2020 and 2019. Fair Value of Financial Instruments At September 30, 2020, our short-term financial instruments consist primarily of cash, accounts payable, accrued liabilities and advances from a shareholder. The carrying amounts of these financial instruments approximate fair value because of their short-term maturities. We do not hold or issue financial instruments for trading purposes nor do we hold or issue interest rate or leveraged derivative financial instruments. 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 three and nine months ended September 30, 2020. 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. Basic Loss Per Share We calculate basic 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. Recent Accounting Pronouncements We do not believe any recently issued accounting standards will have a material impact on our financial statements. | ||
QDM Holdings Limited [Member] | |||
Summary of significant accounting policies | 2. Summary of significant accounting policies Basis of presentation The unaudited condensed consolidated financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly, in all material respects, the Company’s consolidated financial position, results of operations, cash flows and changes in equity for the interim periods presented. These unaudited condensed financial statements do not include certain information and footnote disclosures as required by the U.S. GAAP for complete annual financial statements. Therefore, these unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s current report on Form 8-K for the year ended March 31, 2020. Use of estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Actual amounts could differ from those estimates and differences could be material. Changes in estimates are recorded in the period they are identified. There were no significant estimates for the three months ended September 30, 2020 and 2019. Foreign currency and foreign currency translation The Company’s reporting currency is the United States dollar (“US$”). The Company’s operations are principally conducted through the 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 translation from Hong Kong dollar to US$ was 7.8000, a pegged rate determined by the linked exchange rate system in Hong Kong. This pegged rate was used to translate Company’s balance sheets, income statement items and cash flow items for both 2020 and 2019. 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, prepayments and other assets. As of September 30, 2020, substantially all of the Company’s cash and cash equivalents were held in major financial institutions located in Hong Kong, which management considers to being of high credit quality. Cash and cash equivalents Cash and cash equivalents consist of petty cash on hand and cash held in banks, which are highly liquid and have original maturities of three months or less and are unrestricted as to withdrawal or use. Accounts receivable Accounts receivable represents trade receivable and are recognized initially at fair value and subsequently adjusted for any allowance for doubtful accounts and impairment. The Company makes impairment loss for bad and doubtful debts based on assessments of the recoverability of the trade and other receivables based on individual account analysis, including the current creditworthiness and the past collection history of each debtor. Impairments arise when there is an objective evidence indicate that the balances may not be collectible. The identification of bad and doubtful debts, in particular of a loss event, requires the use of judgment and estimates, which involve the estimates of specific losses on individual exposures, as well as a provision on historical trends of collections. Based on management of customers’ credit and ongoing relationship, management makes conclusions whether any balances outstanding at the end of the period will be deemed uncollectible on an individual basis and on aging analysis basis. The provision is recorded against accounts receivables balances, with a corresponding charge recorded in the statements of income and comprehensive income. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. The Company historically did not have material bad debts in accounts receivable. There were no bad debt expenses for the period ended September 30, 2020 and 2019 and there was no provision for doubtful accounts as of September 30, 2020 and March 31, 2020. Revenue recognition The Company generates revenue primarily by providing insurance brokerage services. The Company sells insurance products underwritten by insurance companies operating in Hong Kong to its individual customers and is compensated for its services by commissions paid by insurance companies, typically based on a percentage of the premium paid by the insured. The Company adopted ASC 606 for its fiscal year beginning on April 1, 2019 using the modified retrospective approach. There were no material unfinished contracts with customers on the adoption date of ASC 606. Prior to the adoption of ASC 606, under ASC 605, the basic criteria necessary for revenue recognition were: (i) Persuasive evidence of an arrangement exists, (ii) Delivery has occurred or services have been rendered (iii) The selling price is fixed or determinable, and (iv) Collectability is reasonably assured. Revenue is recognized when the brokerage services are rendered under ASC 605. ASC 606 develops a five-step model for recognizing revenue from contracts with customers and these five steps include: (i) Identify the contract (ii) Identify performance obligations (iii) Determine transaction price (iv) Allocate transaction price (v) Recognize revenue We enter into contracts with our customers primarily through written contracts. Performance obligation for these insurance brokerage contracts is to help our customers, which are insurance companies, to promote, coordinate and complete subscriptions of insurance policies offered by our customers for sales of our products to our customers. Under ASC 606, revenue is recognized when the customer obtains control of a good or service. A customer obtains control of a good or service if it has the ability to direct the use of and obtain substantially all of the remaining benefits from that good or service. The transfer of control of the Group’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 Group has satisfied its insurance brokerage performance obligation and recognizes revenue. Revenue recognition under ASC 606 has not had material differences than revenue recognition under the legacy ASC 605 for the Company. Fair value measurement Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs that may be used to measure fair value as follows: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Observable, market-based inputs, other than quoted prices, in active markets for identical assets or liabilities. Level 3: Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments include cash and cash equivalents, accounts receivable, other receivables, 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, 2020. Property and equipment Property and equipment are recorded at cost, less accumulated depreciation and impairment. Depreciation of property and equipment is calculated on a straight-line basis, after consideration of expected useful lives and estimated residual values. The estimated annual deprecation rate of these assets are generally as follows: Category Depreciation rate Estimated residual value Office equipment 20% Nil Leasehold improvements Shorter of lease term or 20% Nil Expenditures for maintenance and repairs are expensed as incurred. Gains and losses on disposals are the differences between net sales proceeds and carrying amount of the relevant assets and are recognized in the statements of operations and comprehensive loss. Impairment of long-lived assets The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amounts to the expected future undiscounted cash flows attributable to these assets. If it is determined that an asset is not recoverable, an impairment loss is recorded in the amount by which the carrying amount of the assets exceeds the expected discounted cash flows arising from those assets. There were no impairment losses for the periods ended September 30, 2020 and 2019. Leases A lease for which substantially all the benefits and risks incidental to ownership remain with the lessor is classified by the lessee as an operating lease. When a lease contains rent holidays, the Company records the total expenses on a straight-line basis over the lease term. Leases that substantially transfer to the Company all the risks and rewards of ownership of assets are accounted for as capital leases. At the commencement of the lease term, a capital lease is capitalized at the lower of the fair value of the leased asset and the present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the balance sheets as capital lease obligation. Lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Assets under capital leases are depreciated the same as owned assets over the shorter of the lease term and their estimated useful lives. Taxation Current income taxes are provided on the basis of net profit for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements, net operating loss carryforwards and credits. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided in accordance with the laws of the relevant taxing authorities. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in which temporary differences are expected to be reversed or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the statement of operations and comprehensive income in the period of the enactment of the change. The Company considers positive and negative evidence when determining whether a portion or all of its deferred tax assets will more likely than not be realized. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry-forward periods, its experience with tax attributes expiring unused, and its tax planning strategies. The ultimate realization of deferred tax assets is dependent upon its ability to generate sufficient future taxable income within the carry-forward periods provided for in the tax law and during the periods in which the temporary differences become deductible. When assessing the realization of deferred tax assets, the Company has considered possible sources of taxable income including (i) future reversals of existing taxable temporary differences, (ii) future taxable income exclusive of reversing temporary differences and carry-forwards, (iii) future taxable income arising from implementing tax planning strategies, and (iv) specific known trend of profits expected to be reflected within the industry. The Company recognizes a tax benefit associated with an uncertain tax position when, in its judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, the Company initially and subsequently measures the tax benefit as the largest amount that the Company judges to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. The Company’s liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the period in which they are identified. The Company’s effective tax rate includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as considered appropriate by management. The Company classifies interest and penalties recognized on the liability for unrecognized tax benefits as income tax expense. Earnings per share Basic earnings per share is computed by dividing net income attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period using the two-class method. Under the two-class method, net income is allocated between ordinary shares and other participating securities based on their participating rights. Net loss is not allocated to other participating securities if based on their contractual terms they are not obligated to share in the losses. Diluted earnings per share is calculated by dividing net income attributable to ordinary shareholders by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares are not included in the denominator of the diluted loss per share calculation when inclusion of such shares would be anti-dilutive. Defined contribution plans The Company contributes to defined contribution retirement schemes which are available to all employees. Contributions to the schemes by the Company and employees are calculated as a percentage of employees’ basic salaries. The retirement benefit scheme cost charged to profit or loss represents contributions payable by the Company to the funds. 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. | 2. Summary of significant accounting policies Basis of presentation The consolidated financial statements of the Group are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Principal of consolidation The consolidated financial statements include the financial statements of QDM BVI any and its subsidiaries. All transactions and balances among QDM BVI and its subsidiaries have been eliminated upon consolidation. Principal activities Percentage of Date of Place of QDM Holdings Limited Holding company — August 23, 2019 British Virgin Islands (“BVI”) QDM Group Limited Holding company 100% June 22, 2019 Hong Kong YeeTah Insurance Consultant Limited Insurance brokerage services. Licensed under Professional Insurance Broker Association of Hong Kong (“PIBA”). 100% April 24, 2015 Hong Kong Reorganization On May 20, 2020, the Group executed a corporate reorganization to roll two controlled entities, namely QDM HK and YeeTah into QDM BVI through a share purchase arrangement. QDM BVI purchased all the outstanding shares of QDM HK from QDM HK’s sole shareholder, Huihe Zheng. During the years presented in these consolidated financial statements, the control of the two entities, QDM HK and YeeTah (100% owned by QDM HK) has never changed since they have been always under the control of the sole shareholder of QDM HK. Accordingly, this transaction has been treated as a corporate restructuring (reorganization) of entities under common control and thus the current capital structure of QDM BVI has been retrospectively presented in prior periods as if such structure existed at that time and in accordance with ASC 805-50-45-5. Therefore, the results of the subsidiaries from prior periods before the reorganization are included in the consolidated financial statements. Use of estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Actual amounts could differ from those estimates and differences could be material. Changes in estimates are recorded in the period they are identified. There were no significant estimates for the years ended March 31, 2020 and 2019. Foreign currency and foreign currency translation The Group’s reporting currency is the United States dollar (“US$”). The Group’s operations are principally conducted through Hong Kong where Hong Kong dollar is the functional currency. Transactions denominated in other than the functional currencies are re-measured into the functional currency of the entity at the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in currencies other than the applicable functional currencies are translated into the functional currency at the prevailing rates of exchange at the balance date. The resulting exchange differences are reported in the statements of operations and comprehensive loss. The exchanges rates used for translation from Hong Kong dollar to US$ was 7.8000, a pegged rate determined by the linked exchange rate system in Hong Kong. This pegged rate was used to translate Group’s balance sheets, income statement items and cash flow items for both 2020 and 2019. Certain risks and concentration The Group’s consolidated financial instruments that potentially subject the Group to significant concentrations of credit risk consist primarily of cash and cash equivalents and receivables, prepayments and other assets. As of March 31, 2020, and 2019, substantially all of the Group’s cash and cash equivalents were held in major financial institutions located in Hong Kong, which management considers to being of high credit quality. During the years ended March 31, 2020 and 2019, the top two insurance companies accounted for 77% and 92.1% of the Group’s total revenue, respectively. 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 Group makes impairment loss for bad and doubtful debts based on assessments of the recoverability of the trade and other receivables based on individual account analysis, including the current creditworthiness and the past collection history of each debtor. Impairments arise when there is an objective evidence indicate that the balances may not be collectible. The identification of bad and doubtful debts, in particular of a loss event, requires the use of judgment and estimates, which involve the estimates of specific losses on individual exposures, as well as a provision on historical trends of collections. Based on management of customers’ credit and ongoing relationship, management makes conclusions whether any balances outstanding at the end of the period will be deemed uncollectible on an individual basis and on aging analysis basis. The provision is recorded against accounts receivables balances, with a corresponding charge recorded in the statements of income and comprehensive income. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. The Group historically did not have material bad debts in accounts receivable. There were no bad debt expenses for the years ended March 31, 2020 and 2019 and there was no provision for doubtful accounts as of March 31, 2020 and 2019. Revenue recognition The Group generates revenue primarily by providing insurance brokerage services. The Group sells insurance products underwritten by insurance companies operating in Hong Kong to its individual customers and is compensated for its services by commissions paid by insurance companies, typically based on a percentage of the premium paid by the insured. The Group adopted ASC 606 for its fiscal year beginning on April 1, 2019 using the modified retrospective approach. There were no material unfinished contracts with customers on the adoption date of ASC 606. Prior to the adoption of ASC 606, under ASC 605, the basic criteria necessary for revenue recognition were: (i) Persuasive evidence of an arrangement exists, (ii) Delivery has occurred or services have been rendered (iii) The selling price is fixed or determinable, and (iv) Collectability is reasonably assured. Revenue is recognized when the brokerage services are rendered under ASC 605. ASC 606 develops a five-step model for recognizing revenue from contacts with customers and these five steps include: (i) Identify the contract (ii) Identify performance obligations (iii) Determine transaction price (iv) Allocate transaction price (v) Recognize revenue The Group enters into written agreements with insurance companies for brokerage services. Performance obligation for these insurance brokerage contracts is to help insurance companies, promote, coordinate and complete subscriptions of insurance policies offered by these insurance companies who partnered with the Group. 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 Group’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 Group has satisfied its insurance brokerage performance obligation and recognizes revenue. Revenue recognition under ASC 606 has not had material differences than revenue recognition under the legacy ASC 605 for the Group. Cost of sales Cost of sales represent commissions paid to third-party agents or sub-brokers who help introduce or refer insurance customers to the Group. 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 Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs that may be used to measure fair value as follows: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Observable, market-based inputs, other than quoted prices, in active markets for identical assets or liabilities. Level 3: Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Group’s consolidated financial instruments include cash and cash equivalents, accounts receivable, other receivables, 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 Group noted no transfers between levels during any of the periods presented. The Group did not have any instruments that were measured at fair value on a recurring nor non-recurring basis as of March 31, 2020 and 2019. Property and equipment Property and equipment are recorded at cost, less accumulated depreciation and impairment. Depreciation of property and equipment is calculated on a straight-line basis, after consideration of expected useful lives and estimated residual values. The estimated annual deprecation rate of these assets are generally as follows: Category Depreciation rate Estimated residual value Office equipment 20% Nil Leasehold improvements Shorter of lease term or 20% Nil Expenditures for maintenance and repairs are expensed as incurred. Gains and losses on disposals are the differences between net sales proceeds and carrying amount of the relevant assets and are recognized in the statements of operations and comprehensive loss. Impairment of long-lived assets The Group evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amounts to the expected future undiscounted cash flows attributable to these assets. If it is determined that an asset is not recoverable, an impairment loss is recorded in the amount by which the carrying amount of the assets exceeds the expected discounted cash flows arising from those assets. There were no impairment losses for the years ended March 31, 2020 and 2019. Leases A lease for which substantially all the benefits and risks incidental to ownership remain with the lessor is classified by the lessee as an operating lease. When a lease contains rent holidays, the Group records the total expenses on a straight-line basis over the lease term. Leases that substantially transfer to the Group 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 comprehensive income in the period of the enactment of the change. The Group 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 Group 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 Group 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 Group initially and subsequently measures the tax benefit as the largest amount that the Group judges to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. The Group’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 Group’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 Group classifies interest and penalties recognized on the liability for unrecognized tax benefits as income tax expense. Earnings per share Basic earnings per share is computed by dividing net income attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period using the two-class method. Under the two-class method, net income is allocated between ordinary shares and other participating securities based on their participating rights. Net loss is not allocated to other participating securities if based on their contractual terms they are not obligated to share in the losses. Diluted earnings per share is calculated by dividing net income attributable to ordinary shareholders by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares are not included in the denominator of the diluted loss per share calculation when inclusion of such shares would be anti-dilutive. Defined contribution plans The Group contributes to defined contribution retirement schemes which are available to all employees. Contributions to the schemes by the Group and employees are calculated as a percentage of employees’ basic salaries. The retirement benefit scheme cost charged to profit or loss represents contributions payable by the Group to the funds. Segment information The Group operates under one segment, being the insurance brokerage segment. Insurance brokerage revenue is generated from operations in Hong Kong, China. Recently issued accounting standards In January 2016, the FASB issued ASU 2016-01, Financial Instruments–Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The new guidance will impact the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the FASB clarified the need for a valuation allowance on deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The accounting for other financial instruments, such as loans, investments in debt securities, and financial liabilities not under the fair value option is largely unchanged. The standard is effective for public business entities for annual periods (and interim periods within those annual periods) beginning after December 15, 2017. For all other entities, it is effective for fiscal years beginning after 15 December 2018, and interim periods within fiscal years beginning after 15 December 2019. The Group adopted the guidance from its fiscal year beginning on April 1, 2019 and the adoption of the standard did not have significant impact on the Group’s consolidated financial statements. In February 2016, FASB issued ASU No. 2016–02, “Leases (Topic 842)”, ASC 842, and subsequently amended the guidance relating largely to transition considerations under the standard in July 2018. The new guidance, which creates new accounting and reporting guidelines for leasing arrangements, requires organizations that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases, regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard is effective for public business entities for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early application permitted. In March 2019, the FASB issued ASU 2019-01, Leases (Topic 842) Codification Improvements, which further clarifies the determination of fair value of the underlying asset by lessors that are not manufacturers or dealers and modifies transition disclosure requirements for changes in accounting principles and other technical updates. The amendments in ASU 2019-01 amend Topic 842 and the effective date of those amendments is for fiscal years beginning December 15, 2019, and interim periods within those fiscal years for public business entities. For all other entities, ASC 842 is effective for annual periods beginning after December 15, 2020. The Group is currently evaluating the impact of the new pronouncement on its consolidated financial statements but does not expect it to have a significant impact. In June 2016, the FASB amended guidance related to impairment of financial instruments as part of ASU 2016-13 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The guidance replaces the incurred loss impairment methodology with an expected credit loss model for which a Group recognizes an allowance based on the estimate of expected credit loss. For public business entities that meet the definition of an U.S. Securities and Exchange (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early application of the amendments is permitted. The Group is currently evaluating the impact of this new guidance on its financial position, results of operations, EPS and cash flows. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance for targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice. The ASU provides guidance on eight specific cash flow issues: i. Debt Prepayment or Debt Extinguishment Costs; ii. Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation to the Effective Interest Rate of the Borrowing; iii. Contingent Consideration Payments Made after a Business Combination; iv. Proceeds from the Settlement of Insurance Claims; v. Proceeds from the Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned Life Insurance Policies; vi. Distributions Received from Equity Method Investees; vii. Beneficial Interests in Securitization Transactions; and viii. Separately Identifiable Cash Flows and Application of the Predominance Principle ASU 2016-15 is effective for public entities for interim and annual periods beginning after December 15, 2017, with early adoption permitted. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. The Group adopted ASU 2016-15 in the fiscal year ended March 31, 2020 and concluded that the guidance does not have impact on the Group’s consolidated financial statements since the Group does not have any of the eight cash flow issues outlined in ASU 2016-15. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) (“ASU 2016-18”). This ASU affects all entities that have restricted cash or restricted cash equivalents and are required to present a statement of cash flows under Topic 230. ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This update will become effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019, and early adoption is permitted in any interim or annual period. The Group adopted the standard from its fiscal year beginning on April 1, 2019 and the adoption does not have impact to the Group’s consolidated statement of cash flows for the years ended March 31, 2020 and 2019 since the Group does not have restricted cash or restricted cash equivalents. In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU 2018-13 - Fair Value Measurement (Topic 820) Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this update apply to all entities that are required, under existing GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this update modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. The amendments in this update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Group will evaluate the impact of the new standards in the fiscal year when it becomes effective. |
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. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Mar. 31, 2020 | |
QDM Holdings Limited [Member] | |
Accounts Receivable | 3 Accounts Receivable Accounts receivable consists of the following: March 31, 2020 March 31, 2019 US$ US$ Accounts receivable 9,865 48,713 Less: allowance for doubtful accounts - - Total 9,865 48,713 |
Prepaid Expenses
Prepaid Expenses | 12 Months Ended |
Mar. 31, 2020 | |
QDM Holdings Limited [Member] | |
Prepaid Expenses | 4 Prepaid Expenses Prepaid expenses primarily relate to rent and utility deposits paid by the Group for its office lease and utilities. |
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 | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Property and Equipment | Note 3. Property and Equipment Property and equipment consist of the following at September 30, 2020 and December 31, 2019: September 30, December 31, Office equipment $ — $ 1,664 Less accumulated depreciation — (1,049 ) $ — $ 615 Depreciation charged to operations was nil and $72 for the three and nine months ended September 30, 2020 and $72 and $215 for the three and nine months ended September 30, 2019, respectively. On April 1, 2020, the Company wrote off all office equipment as a result of the change in control. These fixed assets were still in use by the former major shareholders after change in control and were not transferred to the Company. The total book value of $543 of the office equipment therefore was wrote off and recorded as a loss for the nine months ended September 30, 2020. | 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 $287 for the years ended December 31, 2019 and 2018, respectively. | ||
QDM Holdings Limited [Member] | ||||
Property and Equipment | 3. Property and Equipment, net Property and equipment, net consist of the following: September 30, March 31, US$ US$ Office equipment 1,673 1,673 Total 1,673 1,673 Less: Accumulated depreciation (1,505 ) (1,338 ) Property and equipment, net 167 335 Depreciation expenses were recorded in general and administrative expense. The Company recorded depreciation expenses of US$167 and US$167 for the six months ended September 30, 2020 and 2019, respectively. During the period ended September 30, 2019, the Company recorded an impairment on leasehold improvements of $1,696 due to the change of office. The impairment loss was recognized in the other expenses on the Statements of Operations and Comprehensive Loss. | 5. Property and Equipment, Net Property and equipment, net, consists of the following: March 31, 2020 March 31, 2019 US$ US$ Office equipment 1,673 1,673 Leasehold improvements - 8,483 Total 1,673 10,156 Less: Accumulated depreciation (1,338 ) (7,790 ) Property and equipment, net 335 2,366 Depreciation expenses were recorded in general and administrative expense. The Group recorded depreciation expenses of US$334 and US$2,031 for the year ended March 31, 2020 and 2019, respectively. During the year ended March 31, 2020 and 2019, the Group recorded an impairment on leasehold improvements of $1,696 and nil, respectively, due to the change of office. The impairment loss was recognized in the other expenses on the Statements of Operations and Comprehensive Loss. |
Notes Payable
Notes Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Notes Payable | Note 4. Notes Payable Notes payable at December 31, 2019 represented promissory notes issued during 2018 with aggregate principal amounts of $241,067. These notes bore a simple interest at 12.0% and were due and payable for varying terms ranging from one to two years after their issuance. The notes were convertible to shares of common stock of the Company at a conversion price per share of $0.8 per share ($0.008 per share before the Reverse Stock Split as defined below), subject to adjustments for stock splits and combinations. During the three months ended March 31, 2020, these promissory notes were converted to shares of common stock. The balance of $271,642 in notes payable with interest accrued was converted into shares of common stock (refer to Note 5 below). | 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. |
Equity
Equity | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | |
Equity | Note 5. Equity Reverse Stock Split In May 2020, the Company effected a reverse stock split whereby each 100 issued and outstanding shares of common stock were consolidated into one share of common stock and each 100 issued and outstanding shares of preferred stock were consolidated into one share of preferred stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, additional 391 shares were issued due to round-up effects. Common Stock In January 2020, the Company converted its outstanding convertible notes into shares of common stock. The $271,642 in notes payable with interest accrued was converted into 339,553 (33,955,250 before the Reverse Stock Split) shares of common stock at a price of $0.8 per share ($0.008 per share before the Reverse Stock Split). In February 2020, the Company issued 710,000 (71,000,000 before the Reverse Stock Split) shares of common stock at the equivalent price of $0.1 per share ($0.001 per share before the Reverse Stock Split) to its former Chief Executive Officer and President, Tim Shannon, to settle $33,000 accrued compensation expenses at December 31, 2019 and $38,080 total compensation expenses and other expenses paid by Tim Shannon in fiscal 2020. There were no treasury stock transactions during the nine months ended September 30, 2020. During the nine months ended September 30, 2019, the Company redeemed 6,223 (622,300 before the Reverse Stock Split) shares of common stock at a cost of $19,622. Preferred Shares In February 2020, 10,000 (1,000,000 before the Reverse Stock Split) shares of Series A preferred shares were converted into 100,000 (10,000,000 before the Reverse Stock Split) shares of common stock. Additional Paid-in-capital During the nine months ended September 30, 2020, the Company received capital contribution of $33,009 from its shareholder for working capital uses. The capital contribution was recorded in additional paid-in-capital. During the three months ended March 31, 2020, Tim Shannon forgave the $19,443 shareholder advance balance that the Company owed to him. Since this was a forgiveness of related party loan, the gain from the forgiveness of the loan was treated as a capital transaction and the amount was recorded in additional paid-in-capital. No compensation cost was recognized during the nine months ended September 30, 2020 or 2019 as a result of stock options. We had no exercisable options outstanding at September 30, 2020. | 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. | ||
QDM Holdings Limited [Member] | ||||
Equity | 4. Ordinary Shares The Company is authorized to issue 50,000 ordinary shares, par value US$1.00 per share. 50,000 shares had been issued and outstanding as of September 30, 2020 and March 31, 2020. | 7. Ordinary Shares The Group is authorized to issue 50,000 ordinary shares, par value US$1.00 per share. 50,000 and 1,282 shares had been issued and outstanding as of March 31, 2020 and 2019, respectively. |
Additional Paid-In-Capital
Additional Paid-In-Capital | 12 Months Ended |
Mar. 31, 2020 | |
QDM Holdings Limited [Member] | |
Additional Paid-In-Capital | 8. Additional Paid-In-Capital Additional paid-in capital represents the original share capital of YeeTah. As a result of the reorganization, the portion of YeeTah’s original share capital that exceeded its par value based on the Group’s US$1.00 per share was reclassified into additional paid-in-capital. During the year ended March 31, 2019, 415,000 shares were issued for 415,000 Hong Kong dollar (US$53,205) for YeeTah. The amount has not been paid up yet as of March 31, 2019 and therefore was recorded under “Subscription receivable”. No additional shares were issued during the year ended March 31, 2020. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Mar. 31, 2020 | |
QDM Holdings Limited [Member] | |
Loss Per Share | 9. Loss Per Share Basic and diluted net loss per share for each of the years presented are calculated as follows: Basic loss per share is computed using the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of ordinary shares and dilutive ordinary share equivalents outstanding during the period. March 31, 2020 March 31, 2019 US$ US$ Numerator: Net loss attributable to ordinary shareholders—basic and diluted (25,083 ) (67,395 ) Denominator: Weighted average number of ordinary shares outstanding—basic and diluted 30,780 1,223 Loss per share attributable to ordinary shareholders —basic and diluted (0.81) (55.11) |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Mar. 31, 2020 | |
QDM Holdings Limited [Member] | ||
Commitments and Contingencies | 5. Commitments and Contingencies Operating leases The Company has entered into a non-cancellable office operating lease. The future aggregate minimum lease payments under this non-cancellable operating lease are as follows: Payments due by period Total Less than 1-3 years Over Operating lease obligations (US$) 20,462 20,462 - - The Company recorded rent expenses of US$20,776 and US$19,049 in general and administrative expenses in the statements of operations and comprehensive loss during the six month periods ended September 30, 2020 and 2019, respectively. Other commitments The Company did not have other significant commitments, long-term obligations, or guarantees as of September 30 31, 2020. Contingencies The Company is subject to legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome arising out of any such matter will have a material adverse effect on our business, financial position, cash flows or results of operations taken as a whole. As of September 30, 2020, the Company is not a party to any material legal or administrative proceedings. | 10. Commitments and Contingencies Operating leases The Group has entered into a non-cancellable office operating lease. The future aggregate minimum lease payments under this non-cancellable operating lease are as follows: Payments due by period Total Less than 1-3 years Over Operating lease obligations (US$) 38,000 35,077 2,923 - The Group recorded rent expenses of US$38,570 and US$62,949 in general and administrative expenses in the statements of operations and comprehensive loss during the years ended March 31, 2020 and 2019, respectively. Other commitments The Group did not have other significant commitments, long-term obligations, or guarantees as of March 31, 2020 and 2019. Contingencies The Group is subject to legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Group does not anticipate that the final outcome arising out of any such matter will have a material adverse effect on our business, financial position, cash flows or results of operations taken as a whole. As of March 31, 2020, the Group is not a party to any material legal or administrative proceedings. |
Income Taxes
Income Taxes | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
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 % | |
QDM Holdings Limited [Member] | ||
Income Taxes | 6. Income Taxes Under the current Hong Kong Inland Revenue Ordinance, the Group’s Hong Kong subsidiaries are subject to a 16.5% income tax on their taxable income generated from operations in Hong Kong. On December 29, 2017, Hong Kong government announced a two-tiered profit tax rate regime. Under the two-tiered tax rate regime, the first HK$2.0 million assessable profits will be subject to a lower tax rate of 8.25% and the excessive taxable income will continue to be taxed at the existing 16.5% tax rate. The two-tiered tax regime becomes effective from the assessment year of 2018/2019, which was on or after April 1, 2018. The application of the two-tiered rates is restricted to only one nominated enterprise among connected entities. The Group did not have current income tax expenses for the years ended March 31, 2020 and 2019 since it did not have taxable incomes in these two years. As of March 31, 2020, and 2019, there were tax loss carryforward of US$18,785 and US$11,859, respectively, unrecognized since full valuation allowances were provided since it was determined that the associated deferred income tax assets could not meet the more-likely-than-not threshold. Uncertain tax positions The Group evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of March 31, 2020, and 2019, the Group did not have any significant unrecognized uncertain tax positions. |
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 Transactions and
Related Party Transactions and Balances | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction | Note 6. Related Party Transaction During the fourth 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 were convertible to shares of common stock at $0.8 per share ($0.008 per share before the Reverse Stock Split). In February 2020, the Company issued 710,000 (71,000,000 before the Reverse Stock Split) shares of common stock at the equivalent price of $0.1 per share ($0.001 per share before the Reverse Stock Split) to its former Chief Executive Officer and President, Tim Shannon, to settle $33,000 accrued compensation expenses at December 31, 2019 and $38,080 total compensation expenses and other expenses paid by Tim Shannon on behalf of the Company during 2020. During the three months ended March 31, 2020, Tim Shannon forgave the $19,443 shareholder advance balance that the Company owed to him and the amount forgiven was recorded in additional paid-in capital. During the three and nine months ended September 30, 2020, the Company received $14,747 and $33,009 capital contributions, respectively, from Tim Shannon for working capital uses. During the three and nine months ended September 30, 2020, the Company received advances of $28,376 and $95,600, respectively, from its current major shareholder, Huihe Zheng, to support its operations. The total shareholder advance balance in the amount of $95,600 as of September 30, 2020 is a non-interest bearing loan and due on demand. | Note 10. Related Party Transaction During the 4 th 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 $20,000. | ||
QDM Holdings Limited [Member] | ||||
Related Party Transaction | 6. Related Party Transactions and Balances Related Parties Name of related parties Relationship with the Company Siu Ping Lo Former director (resigned on December 31, 2019) and responsible officer Huihe Zheng Principal shareholder & director (appointed on December 31, 2019) YeeTah Financial Group Co., Ltd A company controlled by Siu Ping Lo QDM International Inc. A company controlled by Huihe Zheng Related Party transactions (i) During the period ended September 30, 2020, the Company generated US$ nil (2019: US$71,538) other income from providing management services to YeeTah Financial Group Co., Ltd. (“YeeTah Financial”). (ii) During the period ended September 30, 2020, YeeTah Financial charged YeeTah US$64,746 (2019: US$108,185) commission expenses in relation to insurance referral services rendered by YeeTah Financial. (iii) During the period ended September 30, 2020, the Company transferred amount of US$10,009 (2019: US $nil) to QDM International Inc. for working capital uses. (iv) During the period ended September 30, 2020, Huihe Zheng paid US$115,000 on behalf of the Company for costs associated with an ongoing reverse acquisition intended by the Company. Due from related party balance The Company’s due from related party balance as of September 30 and March 31, 2020 is as follows: September 30, March 31, US$ US$ Huihe Zheng - 20,316 QDM International Inc. 10,009 - The related party balances as of September 30, 2020 and March 31, 2020 are unsecured, interest-free and due on demand. Due to related party balance The Company’s due to related party balance as of September 30 and March 31, 2020 is as follows: September 30, March 31, US$ US$ Huihe Zheng 144,043 - YeeTah Financial 38,200 24,628 Total 182,243 24,628 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 September 30, 2020 and March 31, 2020 and 2019 are as follows: September 30, March 31, US$ US$ Huihe Zheng 48,718 48,718 The due from shareholder balances represent the share issuance proceeds to be paid up by the respective shareholder. These due from shareholder balances at of the balance sheet dates are unsecured, interest-free and due on demand. | 11. Related Party Transactions and Balances Related parties Name of related parties Relationship with the Group Siu Ping Lo Former director (resigned on December 31, 2019) and responsible officer Huihe Zheng Principal shareholder & director (appointed on December 31, 2019) YeeTah Financial Group Co., Ltd. A company controlled by Siu Ping Lo Related party transactions The Group had the following related party transactions: (i) During the years ended March 31, 2020 and 2019, the Group generated other income of US$107,308 and US$107,692, respectively, from providing office management services to YeeTah Financial Group Co., Ltd. (“YeeTah Financial”). (ii) During the years ended March 31, 2020 and 2019, the Group paid US$190,496 and US$402,041, respectively, to YeeTah Financial for customer referral services. Due from related party balance The Group’s due from related party balance as of March 31, 2020 and 2019 is as follows: March 31, 2020 March 31, 2019 US$ US$ Huihe Zheng 20,316 - The due from related party balance as of March 31, 2020 is unsecured, interest-free and due on demand. This amount has been subsequently settled in May 2020. Due to related party balance The Group’s due to related party balances as of March 31, 2020 and 2019 are as follows: March 31, 2020 March 31, 2019 US$ US$ Siu Ping Lo - 14,479 YeeTah Financial 24,628 57,425 Total 24,628 71,904 The due to related party balances as of March 31, 2020 and 2019 were unsecured, interest-free and due on demand. Subscription receivable due from shareholder The Group’s due from a shareholder balances as of March 31, 2020 and 2019 are as follows: March 31, 2020 March 31, 2019 US$ US$ Huihe Zheng 48,718 - Teik Hoe Chng - 53,205 The subscription receivable due from shareholder balances as of March 31, 2020 and 2019 represent the purchase price for shares issued to be paid up by the respective shareholders. These due from shareholder balances as of March 31, 2020 and 2019 are unsecured, interest-free and due on demand. The March 31, 2019 due from Teik Hoe Chng was subsequently assumed by Siu Ping Lo in August 2019 as a result of Mr. Chng’s transfer of the related common shares to Ms. Lo. In December 2019, the $53,205 balance was further assumed by Huihe Zheng as part of the share purchase arrangement between Huihe Zheng and Siu Ping Lo. |
Subsequent Events
Subsequent Events | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Subsequent Events | Note 7. Subsequent Events In accordance with ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2020 has determined, other than the event disclose below, that it does not have any other material subsequent events to disclose in these financial statements: On October 21, 2020, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with QDM Holdings Limited, a BVI company (“QDM BVI”), and Huihe Zheng, the sole shareholder of QDM BVI (the “QDM BVI Shareholder”), who is also the principal stockholder, Chairman and Chief Executive Officer of the Company, to acquire all the issued and outstanding capital stock of QDM BVI in exchange for the issuance to the QDM BVI Shareholder 900,000 shares of a newly designated Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Shares”), with each Series C Preferred Share initially being convertible into 11 shares of our common stock, par value $0.0001 per share (the “Common Stock”), subject to certain adjustments and limitations (the “Share Exchange”). The Share Exchange closed on October 21, 2020. As a result of the consummation of the Share Exchange, the Company acquired QDM BVI and its indirect subsidiary, YeeTah Insurance Consultant Limited, a Hong Kong corporation, an insurance brokerage company primarily engaged in the sales and distribution of insurance products in Hong Kong. The Company filed a Current Report on Form 8-K with the SEC on October 27, 2020, announcing the consummation of the Share Exchange (the “Super 8-K”). The Super 8-K contains descriptions of the business and results of operations of QDM BVI and its subsidiaries, including the audited financial statements of QDM BVI as of March 31, 2020 and 2019 and for the years then ended and the unaudited financial statements for the three months as of June 30, 2020 and 2019 and for the quarters then ended. The Super 8-K also includes pro forma financial statements giving effect to the Share Exchange. The financial statements for QDM BVI and its subsidiaries for the three and six months ended September 30, 2020 and 2019 are expected to be filed by an amendment to the Super 8-K. 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 provide in 2020. | 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. | ||
QDM Holdings Limited [Member] | ||||
Subsequent Events | 7. Subsequent Events The Company has evaluated the impact of events that have occurred subsequent to September 30, 2020, through the date the consolidated financial statements were available to issue, and concluded, other than the event below, that no subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the notes to the condensed consolidated financial statements: On October 21, 2020, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with QDM International Inc., a US company (“QDM International”), and Huihe Zheng, the sole shareholder of the Company, who is also the principal stockholder, Chairman and Chief Executive Officer of QDM International. Pursuant to the Share Exchange Agreement, QDM International acquired all the issued and outstanding capital stock of QDM BVI in exchange for the issuance to the QDM BVI Shareholder 900,000 shares of a newly designated Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Shares”), with each Series C Preferred Share initially being convertible into 11 shares of our common stock, par value $0.0001 per share (the “Common Stock”), subject to certain adjustments and limitations (the “Share Exchange”). As a result of the consummation of the Share Exchange, the QDM International acquired the Company and all its subsidiaries. | 12. Subsequent Events The Group has evaluated the impact of events that have occurred subsequent to March 31, 2020, through the date the consolidated financial statements were available to issue, and concluded that no subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the notes to the financial statements. |
UNAUDITED PRO FORMA CONDENSED C
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS | 9 Months Ended |
Sep. 30, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS | Unaudited pro forma condensed combined financial statements The following unaudited pro forma condensed combined financial statements give effect to the reverse acquisition between QDM International Inc. (“QDM”) and QDM Holdings Limited (“QDM BVI”). QDM International Inc. QDM Holdings Limited Pro Forma Adjustments Notes Combined US$ US$ US$ US$ Assets Current Assets Cash and cash equivalents 157 54,369 54,516 Accounts receivables, net - 17,142 17,142 Prepaid expenses 18,000 15,597 33,597 Deferred costs - 115,000 115,000 Due from related parties - 10,009 (10,009 ) 3(a) - Total current assets 18,157 212,107 220,256 Non-current assets Property and equipment, net - 167 167 Total assets 18,157 212,274 220,422 Liabilities and shareholders’ equity Liabilities: Current liabilities Accounts payable and accrued liabilities - 7,489 7,489 Due to related parties 95,600 182,243 (10,009 ) 3(a) 267,834 Total current liabilities 95,600 189,732 275,323 Total liabilities 95,600 189,732 275,323 Commitments and contingencies Shareholders’ equity Common stock 167 50,000 (50,000 ) 3(b) 167 Preferred stock 135 - 90 3(b) 225 Treasury stock (60,395 ) - (60,395 ) Subscriptions receivable - (48,718 ) (48,718 ) Additional paid-in-capital 9,064,445 408,974 49,910 (9,081,796 ) 3(b) 441,534 Deficit (9,081,796 ) (387,714 ) 9,081,796 3(b) (387,714 ) Total shareholders’ equity (77,443 ) 22,542 (54,901 ) Total liabilities and shareholders’ equity 18,157 212,274 220,422 QDM International Inc. QDM Holdings Limited Pro Forma Adjustments Notes Combined US$ US$ US$ US$ Revenue - 110,474 110,474 Costs of sales - 107,489 107,489 Gross profit - 2,985 2,985 Operating costs and expenses General and administrative 150,687 90,968 241,655 Total operating costs and expenses 150,687 90,968 241,655 Loss from operations (150,687 ) (87,983 ) (238,670 ) Other (income) expenses: Finance costs 2,365 231 2,596 Other expense (income), net 17 (3,596 ) (3,579 ) Total other (income) expenses 2,382 (3,365 ) (983 ) Loss before provision for income taxes (153,069 ) (84,618 ) (237,687 ) Net income (loss) Basic & diluted net loss per share (0.11 ) - (0.17 ) Weighted average number of ordinary shares-basic and diluted 1,427,870 - 1,427,870 QDM International Inc. (Fiscal year ended December 31, 2019) QDM Holdings Limited (Fiscal year ended March 31, 2020) Pro Forma Adjustments Notes Combined US$ US$ US$ US$ Revenue - 221,289 221,289 Costs of sales - 200,011 200,011 Gross profit - 21,278 21,278 Operating costs and expenses General and administrative 440,165 151,893 592,058 Total operating costs and expenses 440,165 151,893 592,058 Loss from operations (440,165 ) (130,615 ) (570,780 ) Other (income) expenses: Finance costs 27,069 84 27,153 Other expense (income), net - (105,616 ) (105,616 ) Total other (income) expenses 27,069 (105,532 ) (78,463 ) Loss before provision for income taxes (467,234 ) (25,083 ) (492,317 ) Net income (loss) Basic & diluted net loss per share (0.91 ) - (0.96 ) Weighted average number of ordinary shares-basic and diluted 513,251 - 513,251 1. Share exchange transaction On October 21, 2020, QDM, a Florida corporation, entered into a share exchange agreement (the “Share Exchange Agreement”) with QDM BVI, a private operating corporation, and Huihe Zheng, the sole shareholder and director of QDM BVI, to acquire all the issued and outstanding capital stock of QDM BVI in exchange for 900,000 shares of a newly designated Series C Convertible Preferred Stock, par value $0.0001 per share, of QDM. 2. Basis of presentation The acquisition was accounted for as a reverse acquisition effected by the Share Exchange Agreement, wherein QDM BVI is considered the acquirer and QDM is considered the acquiree for accounting purposes. The acquisition is of a private operating company (QDM BVI) by a corporation (QDM) resulted in the owners and management of the private company having actual or effective voting and operating control of the combined company. Therefore, the reverse acquisition is deemed to be a capital transaction in substance, rather than a business combination. Accordingly, the assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill or other intangible assets have been recognized. The pro forma condensed combined financial statements are based on QDM’s historical financial statements and QDM BVI’s historical consolidated financial statements as adjusted to give effect to the reverse acquisition. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2020 and the 12 months ended December 31, 2020 for QDM and 12 months ended March 31, 2020 for QDM BVI give effect to these transactions as if they had occurred on the first date the above respective periods. The unaudited pro forma condensed combined balance sheets as of September 30, 2020 give effect to these transactions as if they had occurred on September 30, 2020. The historical consolidated financial statements have been adjusted in the pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to the reverse acquisition, (2) factually supportable and (3) with respect to the pro forma condensed combined statements of operations, expected to have a continuing impact on the combined results following the reverse acquisition. The pro forma combined financial statements do not necessarily reflect what the combined company’s financial condition or results of operations would have been had the acquisition occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein. The pro forma condensed financial statements should be read in conjunction with a reading of the historical financial statements and accompanying notes of the QDM included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and of QDM BVI’s consolidated financial statements for the year ended March 31, 2020 included in this Form S-1. 3. Pro forma adjustments The adjustments included in the pro forma combined balance sheets are as follows: (a) The elimination of historical equity of QDM BVI of $50,000 common stock and issuance of 900,000 preferred shares of QDM at par value of $0.0001 per share to the shareholder of QDM BVI as a result of the reverse acquisition; and the release of $125,009 deferred transaction costs in relation to the reverse acquisition into equity. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Basis of Presentation | Basis of Presentation The Company’s unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2020. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. | |||
Use of Estimates | 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 that management is required to make. Actual results could differ from those estimates. | 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. | ||
Cash and Cash Equivalents | Cash and Cash Equivalents 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 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. | |||
Revenue Recognition | Revenue Recognition On January 1, 2019, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers, which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers that supersedes most current revenue recognition guidance. The updated guidance, and subsequent clarifications, collectively referred to as ASC 606, require an entity to recognize revenue when it transfers control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Previously we recorded revenue based on ASC Topic 605. Adoption of new accounting standard did not have any material impact on our reported revenue. Revenue is recognized when the following criteria are met: · Identification of the contract, or contracts, with customer; · Identification of the performance obligations in the contract; · Determination of the transaction price; · Allocation of the transaction price to the performance obligations in the contract; and · Recognition of revenue when, or as, we satisfy performance obligation. The Company did not generate any revenue during the three and nine months ended September 30, 2020 and 2019. | 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. | ||
Property and Equipment | 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. | 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 | 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. As at September 30, 2020, we did not have any long lived assets. | 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. | ||
Advertising Costs | 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 three and nine months ended September 30, 2020 and 2019. | 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 | Fair Value of Financial Instruments At September 30, 2020, our short-term financial instruments consist primarily of cash, accounts payable, accrued liabilities and advances from a shareholder. The carrying amounts of these financial instruments approximate fair value because of their short-term maturities. We do not hold or issue financial instruments for trading purposes nor do we hold or issue interest rate or leveraged derivative financial instruments. | 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. | ||
Taxation | 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 three and nine months ended September 30, 2020. 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. | 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 | 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. | 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. | ||
Earnings per share | Basic Loss Per Share We calculate basic 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. | 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. | ||
Segment Information | 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. | |||
Recent Accounting Pronouncements | Recent Accounting Pronouncements We do not believe any recently issued accounting standards will have a material impact on our financial statements. | Recent Accounting Pronouncements We do not believe any recently issued accounting standards will have a material impact on our financial statements. | ||
QDM Holdings Limited [Member] | ||||
Basis of Presentation | Basis of presentation The unaudited condensed consolidated financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly, in all material respects, the Company’s consolidated financial position, results of operations, cash flows and changes in equity for the interim periods presented. These unaudited condensed financial statements do not include certain information and footnote disclosures as required by the U.S. GAAP for complete annual financial statements. Therefore, these unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s current report on Form 8-K for the year ended March 31, 2020. | Basis of presentation The consolidated financial statements of the Group are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). | ||
Principal of consolidation | Principal of consolidation The consolidated financial statements include the financial statements of QDM BVI any and its subsidiaries. All transactions and balances among QDM BVI and its subsidiaries have been eliminated upon consolidation. Principal activities Percentage of Date of Place of QDM Holdings Limited Holding company — August 23, 2019 British Virgin Islands (“BVI”) QDM Group Limited Holding company 100% June 22, 2019 Hong Kong YeeTah Insurance Consultant Limited Insurance brokerage services. Licensed under Professional Insurance Broker Association of Hong Kong (“PIBA”). 100% April 24, 2015 Hong Kong | |||
Reorganization | Reorganization On May 20, 2020, the Group executed a corporate reorganization to roll two controlled entities, namely QDM HK and YeeTah into QDM BVI through a share purchase arrangement. QDM BVI purchased all the outstanding shares of QDM HK from QDM HK’s sole shareholder, Huihe Zheng. During the years presented in these consolidated financial statements, the control of the two entities, QDM HK and YeeTah (100% owned by QDM HK) has never changed since they have been always under the control of the sole shareholder of QDM HK. Accordingly, this transaction has been treated as a corporate restructuring (reorganization) of entities under common control and thus the current capital structure of QDM BVI has been retrospectively presented in prior periods as if such structure existed at that time and in accordance with ASC 805-50-45-5. Therefore, the results of the subsidiaries from prior periods before the reorganization are included in the consolidated financial statements. | |||
Use of Estimates | Use of estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Actual amounts could differ from those estimates and differences could be material. Changes in estimates are recorded in the period they are identified. There were no significant estimates for the three months ended September 30, 2020 and 2019. | Use of estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Actual amounts could differ from those estimates and differences could be material. Changes in estimates are recorded in the period they are identified. There were no significant estimates for the years ended March 31, 2020 and 2019. | ||
Foreign currency and foreign currency translation | Foreign currency and foreign currency translation The Company’s reporting currency is the United States dollar (“US$”). The Company’s operations are principally conducted through the 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 translation from Hong Kong dollar to US$ was 7.8000, a pegged rate determined by the linked exchange rate system in Hong Kong. This pegged rate was used to translate Company’s balance sheets, income statement items and cash flow items for both 2020 and 2019. | Foreign currency and foreign currency translation The Group’s reporting currency is the United States dollar (“US$”). The Group’s operations are principally conducted through Hong Kong where Hong Kong dollar is the functional currency. Transactions denominated in other than the functional currencies are re-measured into the functional currency of the entity at the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in currencies other than the applicable functional currencies are translated into the functional currency at the prevailing rates of exchange at the balance date. The resulting exchange differences are reported in the statements of operations and comprehensive loss. The exchanges rates used for translation from Hong Kong dollar to US$ was 7.8000, a pegged rate determined by the linked exchange rate system in Hong Kong. This pegged rate was used to translate Group’s balance sheets, income statement items and cash flow items for both 2020 and 2019. | ||
Certain risks and concentration | 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, prepayments and other assets. As of September 30, 2020, 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. | Certain risks and concentration The Group’s consolidated financial instruments that potentially subject the Group to significant concentrations of credit risk consist primarily of cash and cash equivalents and receivables, prepayments and other assets. As of March 31, 2020, and 2019, substantially all of the Group’s cash and cash equivalents were held in major financial institutions located in Hong Kong, which management considers to being of high credit quality. During the years ended March 31, 2020 and 2019, the top two insurance companies accounted for 77% and 92.1% of the Group’s total revenue, respectively. | ||
Cash and Cash Equivalents | 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. | 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 Accounts receivable represents trade receivable and are recognized initially at fair value and subsequently adjusted for any allowance for doubtful accounts and impairment. The Company makes impairment loss for bad and doubtful debts based on assessments of the recoverability of the trade and other receivables based on individual account analysis, including the current creditworthiness and the past collection history of each debtor. Impairments arise when there is an objective evidence indicate that the balances may not be collectible. The identification of bad and doubtful debts, in particular of a loss event, requires the use of judgment and estimates, which involve the estimates of specific losses on individual exposures, as well as a provision on historical trends of collections. Based on management of customers’ credit and ongoing relationship, management makes conclusions whether any balances outstanding at the end of the period will be deemed uncollectible on an individual basis and on aging analysis basis. The provision is recorded against accounts receivables balances, with a corresponding charge recorded in the statements of income and comprehensive income. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. The Company historically did not have material bad debts in accounts receivable. There were no bad debt expenses for the period ended September 30, 2020 and 2019 and there was no provision for doubtful accounts as of September 30, 2020 and March 31, 2020. | 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 Group makes impairment loss for bad and doubtful debts based on assessments of the recoverability of the trade and other receivables based on individual account analysis, including the current creditworthiness and the past collection history of each debtor. Impairments arise when there is an objective evidence indicate that the balances may not be collectible. The identification of bad and doubtful debts, in particular of a loss event, requires the use of judgment and estimates, which involve the estimates of specific losses on individual exposures, as well as a provision on historical trends of collections. Based on management of customers’ credit and ongoing relationship, management makes conclusions whether any balances outstanding at the end of the period will be deemed uncollectible on an individual basis and on aging analysis basis. The provision is recorded against accounts receivables balances, with a corresponding charge recorded in the statements of income and comprehensive income. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. The Group historically did not have material bad debts in accounts receivable. There were no bad debt expenses for the years ended March 31, 2020 and 2019 and there was no provision for doubtful accounts as of March 31, 2020 and 2019. | ||
Revenue Recognition | Revenue recognition The Company generates revenue primarily by providing insurance brokerage services. The Company sells insurance products underwritten by insurance companies operating in Hong Kong to its individual customers and is compensated for its services by commissions paid by insurance companies, typically based on a percentage of the premium paid by the insured. The Company adopted ASC 606 for its fiscal year beginning on April 1, 2019 using the modified retrospective approach. There were no material unfinished contracts with customers on the adoption date of ASC 606. Prior to the adoption of ASC 606, under ASC 605, the basic criteria necessary for revenue recognition were: (i) Persuasive evidence of an arrangement exists, (ii) Delivery has occurred or services have been rendered (iii) The selling price is fixed or determinable, and (iv) Collectability is reasonably assured. Revenue is recognized when the brokerage services are rendered under ASC 605. ASC 606 develops a five-step model for recognizing revenue from contracts with customers and these five steps include: (i) Identify the contract (ii) Identify performance obligations (iii) Determine transaction price (iv) Allocate transaction price (v) Recognize revenue We enter into contracts with our customers primarily through written contracts. Performance obligation for these insurance brokerage contracts is to help our customers, which are insurance companies, to promote, coordinate and complete subscriptions of insurance policies offered by our customers for sales of our products to our customers. Under ASC 606, revenue is recognized when the customer obtains control of a good or service. A customer obtains control of a good or service if it has the ability to direct the use of and obtain substantially all of the remaining benefits from that good or service. The transfer of control of the Group’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 Group has satisfied its insurance brokerage performance obligation and recognizes revenue. Revenue recognition under ASC 606 has not had material differences than revenue recognition under the legacy ASC 605 for the Company. | Revenue recognition The Group generates revenue primarily by providing insurance brokerage services. The Group sells insurance products underwritten by insurance companies operating in Hong Kong to its individual customers and is compensated for its services by commissions paid by insurance companies, typically based on a percentage of the premium paid by the insured. The Group adopted ASC 606 for its fiscal year beginning on April 1, 2019 using the modified retrospective approach. There were no material unfinished contracts with customers on the adoption date of ASC 606. Prior to the adoption of ASC 606, under ASC 605, the basic criteria necessary for revenue recognition were: (i) Persuasive evidence of an arrangement exists, (ii) Delivery has occurred or services have been rendered (iii) The selling price is fixed or determinable, and (iv) Collectability is reasonably assured. Revenue is recognized when the brokerage services are rendered under ASC 605. ASC 606 develops a five-step model for recognizing revenue from contacts with customers and these five steps include: (i) Identify the contract (ii) Identify performance obligations (iii) Determine transaction price (iv) Allocate transaction price (v) Recognize revenue The Group enters into written agreements with insurance companies for brokerage services. Performance obligation for these insurance brokerage contracts is to help insurance companies, promote, coordinate and complete subscriptions of insurance policies offered by these insurance companies who partnered with the Group. 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 Group’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 Group has satisfied its insurance brokerage performance obligation and recognizes revenue. Revenue recognition under ASC 606 has not had material differences than revenue recognition under the legacy ASC 605 for the Group. | ||
Cost of sales | Cost of sales Cost of sales represent commissions paid to third-party agents or sub-brokers who help introduce or refer insurance customers to the Group. | |||
Fair value measurement | Fair value measurement Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs that may be used to measure fair value as follows: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Observable, market-based inputs, other than quoted prices, in active markets for identical assets or liabilities. Level 3: Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments include cash and cash equivalents, accounts receivable, other receivables, 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, 2020. | 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 Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs that may be used to measure fair value as follows: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Observable, market-based inputs, other than quoted prices, in active markets for identical assets or liabilities. Level 3: Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Group’s consolidated financial instruments include cash and cash equivalents, accounts receivable, other receivables, 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 Group noted no transfers between levels during any of the periods presented. The Group did not have any instruments that were measured at fair value on a recurring nor non-recurring basis as of March 31, 2020 and 2019. | ||
Property and Equipment | Property and equipment Property and equipment are recorded at cost, less accumulated depreciation and impairment. Depreciation of property and equipment is calculated on a straight-line basis, after consideration of expected useful lives and estimated residual values. The estimated annual deprecation rate of these assets are generally as follows: Category Depreciation rate Estimated residual value Office equipment 20% Nil Leasehold improvements Shorter of lease term or 20% Nil Expenditures for maintenance and repairs are expensed as incurred. Gains and losses on disposals are the differences between net sales proceeds and carrying amount of the relevant assets and are recognized in the statements of operations and comprehensive loss. | Property and equipment Property and equipment are recorded at cost, less accumulated depreciation and impairment. Depreciation of property and equipment is calculated on a straight-line basis, after consideration of expected useful lives and estimated residual values. The estimated annual deprecation rate of these assets are generally as follows: Category Depreciation rate Estimated residual value Office equipment 20% Nil Leasehold improvements Shorter of lease term or 20% Nil Expenditures for maintenance and repairs are expensed as incurred. Gains and losses on disposals are the differences between net sales proceeds and carrying amount of the relevant assets and are recognized in the statements of operations and comprehensive loss. | ||
Long Lived Assets | Impairment of long-lived assets The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amounts to the expected future undiscounted cash flows attributable to these assets. If it is determined that an asset is not recoverable, an impairment loss is recorded in the amount by which the carrying amount of the assets exceeds the expected discounted cash flows arising from those assets. There were no impairment losses for the periods ended September 30, 2020 and 2019. | Impairment of long-lived assets The Group evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amounts to the expected future undiscounted cash flows attributable to these assets. If it is determined that an asset is not recoverable, an impairment loss is recorded in the amount by which the carrying amount of the assets exceeds the expected discounted cash flows arising from those assets. There were no impairment losses for the years ended March 31, 2020 and 2019. | ||
Leases | Leases A lease for which substantially all the benefits and risks incidental to ownership remain with the lessor is classified by the lessee as an operating lease. When a lease contains rent holidays, the Company records the total expenses on a straight-line basis over the lease term. Leases that substantially transfer to the Company all the risks and rewards of ownership of assets are accounted for as capital leases. At the commencement of the lease term, a capital lease is capitalized at the lower of the fair value of the leased asset and the present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the balance sheets as capital lease obligation. Lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Assets under capital leases are depreciated the same as owned assets over the shorter of the lease term and their estimated useful lives. | Leases A lease for which substantially all the benefits and risks incidental to ownership remain with the lessor is classified by the lessee as an operating lease. When a lease contains rent holidays, the Group records the total expenses on a straight-line basis over the lease term. Leases that substantially transfer to the Group 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 | Taxation Current income taxes are provided on the basis of net profit for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements, net operating loss carryforwards and credits. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided in accordance with the laws of the relevant taxing authorities. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in which temporary differences are expected to be reversed or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the statement of operations and comprehensive income in the period of the enactment of the change. The Company considers positive and negative evidence when determining whether a portion or all of its deferred tax assets will more likely than not be realized. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry-forward periods, its experience with tax attributes expiring unused, and its tax planning strategies. The ultimate realization of deferred tax assets is dependent upon its ability to generate sufficient future taxable income within the carry-forward periods provided for in the tax law and during the periods in which the temporary differences become deductible. When assessing the realization of deferred tax assets, the Company has considered possible sources of taxable income including (i) future reversals of existing taxable temporary differences, (ii) future taxable income exclusive of reversing temporary differences and carry-forwards, (iii) future taxable income arising from implementing tax planning strategies, and (iv) specific known trend of profits expected to be reflected within the industry. The Company recognizes a tax benefit associated with an uncertain tax position when, in its judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, the Company initially and subsequently measures the tax benefit as the largest amount that the Company judges to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. The Company’s liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the period in which they are identified. The Company’s effective tax rate includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as considered appropriate by management. The Company classifies interest and penalties recognized on the liability for unrecognized tax benefits as income tax expense. | 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 comprehensive income in the period of the enactment of the change. The Group 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 Group 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 Group 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 Group initially and subsequently measures the tax benefit as the largest amount that the Group judges to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. The Group’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 Group’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 Group classifies interest and penalties recognized on the liability for unrecognized tax benefits as income tax expense. | ||
Earnings per share | Earnings per share Basic earnings per share is computed by dividing net income attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period using the two-class method. Under the two-class method, net income is allocated between ordinary shares and other participating securities based on their participating rights. Net loss is not allocated to other participating securities if based on their contractual terms they are not obligated to share in the losses. Diluted earnings per share is calculated by dividing net income attributable to ordinary shareholders by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares are not included in the denominator of the diluted loss per share calculation when inclusion of such shares would be anti-dilutive. | Earnings per share Basic earnings per share is computed by dividing net income attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period using the two-class method. Under the two-class method, net income is allocated between ordinary shares and other participating securities based on their participating rights. Net loss is not allocated to other participating securities if based on their contractual terms they are not obligated to share in the losses. Diluted earnings per share is calculated by dividing net income attributable to ordinary shareholders by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares are not included in the denominator of the diluted loss per share calculation when inclusion of such shares would be anti-dilutive. | ||
Defined contribution plans | Defined contribution plans The Company contributes to defined contribution retirement schemes which are available to all employees. Contributions to the schemes by the Company and employees are calculated as a percentage of employees’ basic salaries. The retirement benefit scheme cost charged to profit or loss represents contributions payable by the Company to the funds. | Defined contribution plans The Group contributes to defined contribution retirement schemes which are available to all employees. Contributions to the schemes by the Group and employees are calculated as a percentage of employees’ basic salaries. The retirement benefit scheme cost charged to profit or loss represents contributions payable by the Group to the funds. | ||
Segment Information | Segment information The Group operates under one segment, being the insurance brokerage segment. Insurance brokerage revenue is generated from operations in Hong Kong, China. | |||
Recent Accounting Pronouncements | 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. | Recently issued accounting standards In January 2016, the FASB issued ASU 2016-01, Financial Instruments–Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The new guidance will impact the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the FASB clarified the need for a valuation allowance on deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The accounting for other financial instruments, such as loans, investments in debt securities, and financial liabilities not under the fair value option is largely unchanged. The standard is effective for public business entities for annual periods (and interim periods within those annual periods) beginning after December 15, 2017. For all other entities, it is effective for fiscal years beginning after 15 December 2018, and interim periods within fiscal years beginning after 15 December 2019. The Group adopted the guidance from its fiscal year beginning on April 1, 2019 and the adoption of the standard did not have significant impact on the Group’s consolidated financial statements. In February 2016, FASB issued ASU No. 2016–02, “Leases (Topic 842)”, ASC 842, and subsequently amended the guidance relating largely to transition considerations under the standard in July 2018. The new guidance, which creates new accounting and reporting guidelines for leasing arrangements, requires organizations that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases, regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard is effective for public business entities for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early application permitted. In March 2019, the FASB issued ASU 2019-01, Leases (Topic 842) Codification Improvements, which further clarifies the determination of fair value of the underlying asset by lessors that are not manufacturers or dealers and modifies transition disclosure requirements for changes in accounting principles and other technical updates. The amendments in ASU 2019-01 amend Topic 842 and the effective date of those amendments is for fiscal years beginning December 15, 2019, and interim periods within those fiscal years for public business entities. For all other entities, ASC 842 is effective for annual periods beginning after December 15, 2020. The Group is currently evaluating the impact of the new pronouncement on its consolidated financial statements but does not expect it to have a significant impact. In June 2016, the FASB amended guidance related to impairment of financial instruments as part of ASU 2016-13 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The guidance replaces the incurred loss impairment methodology with an expected credit loss model for which a Group recognizes an allowance based on the estimate of expected credit loss. For public business entities that meet the definition of an U.S. Securities and Exchange (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early application of the amendments is permitted. The Group is currently evaluating the impact of this new guidance on its financial position, results of operations, EPS and cash flows. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance for targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice. The ASU provides guidance on eight specific cash flow issues: i. Debt Prepayment or Debt Extinguishment Costs; ii. Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation to the Effective Interest Rate of the Borrowing; iii. Contingent Consideration Payments Made after a Business Combination; iv. Proceeds from the Settlement of Insurance Claims; v. Proceeds from the Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned Life Insurance Policies; vi. Distributions Received from Equity Method Investees; vii. Beneficial Interests in Securitization Transactions; and viii. Separately Identifiable Cash Flows and Application of the Predominance Principle ASU 2016-15 is effective for public entities for interim and annual periods beginning after December 15, 2017, with early adoption permitted. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. The Group adopted ASU 2016-15 in the fiscal year ended March 31, 2020 and concluded that the guidance does not have impact on the Group’s consolidated financial statements since the Group does not have any of the eight cash flow issues outlined in ASU 2016-15. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) (“ASU 2016-18”). This ASU affects all entities that have restricted cash or restricted cash equivalents and are required to present a statement of cash flows under Topic 230. ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This update will become effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019, and early adoption is permitted in any interim or annual period. The Group adopted the standard from its fiscal year beginning on April 1, 2019 and the adoption does not have impact to the Group’s consolidated statement of cash flows for the years ended March 31, 2020 and 2019 since the Group does not have restricted cash or restricted cash equivalents. In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU 2018-13 - Fair Value Measurement (Topic 820) Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this update apply to all entities that are required, under existing GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this update modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. The amendments in this update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Group will evaluate the impact of the new standards in the fiscal year when it becomes effective. |
Organization, Significant Acc_2
Organization, Significant Accounting Policies and Liquidity (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Going Concern | 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 | Revenue Recognition On January 1, 2019, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers, which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers that supersedes most current revenue recognition guidance. The updated guidance, and subsequent clarifications, collectively referred to as ASC 606, require an entity to recognize revenue when it transfers control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Previously we recorded revenue based on ASC Topic 605. Adoption of new accounting standard did not have any material impact on our reported revenue. Revenue is recognized when the following criteria are met: · Identification of the contract, or contracts, with customer; · Identification of the performance obligations in the contract; · Determination of the transaction price; · Allocation of the transaction price to the performance obligations in the contract; and · Recognition of revenue when, or as, we satisfy performance obligation. The Company did not generate any revenue during the three and nine months ended September 30, 2020 and 2019. | 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 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 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. | 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 | 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. As at September 30, 2020, we did not have any long lived assets. | 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 | 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 that management is required to make. Actual results could differ from those estimates. | 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 Advertising costs are charged to operations when the advertising first takes place. We did not have any advertising costs charged to operations for the three and nine months ended September 30, 2020 and 2019. | 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 | Fair Value of Financial Instruments At September 30, 2020, our short-term financial instruments consist primarily of cash, accounts payable, accrued liabilities and advances from a shareholder. The carrying amounts of these financial instruments approximate fair value because of their short-term maturities. We do not hold or issue financial instruments for trading purposes nor do we hold or issue interest rate or leveraged derivative financial instruments. | 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 | 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 | 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 three and nine months ended September 30, 2020. 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. | 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 | 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. | 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. |
Basic Loss Per Share | Basic Loss Per Share We calculate basic 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. | 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 | Recent Accounting Pronouncements We do not believe any recently issued accounting standards will have a material impact on our financial statements. | Recent Accounting Pronouncements We do not believe any recently issued accounting standards will have a material impact on our financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) - QDM Holdings Limited [Member] | 6 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Mar. 31, 2020 | |
Schedule of Subsidiary | All transactions and balances among QDM BVI and its subsidiaries have been eliminated upon consolidation. Principal activities Percentage of Date of Place of QDM Holdings Limited Holding company — August 23, 2019 British Virgin Islands (“BVI”) QDM Group Limited Holding company 100% June 22, 2019 Hong Kong YeeTah Insurance Consultant Limited Insurance brokerage services. Licensed under Professional Insurance Broker Association of Hong Kong (“PIBA”). 100% April 24, 2015 Hong Kong | |
Schedule of estimated annual deprecation rate | The estimated annual deprecation rate of these assets are generally as follows: Category Depreciation rate Estimated residual value Office equipment 20% Nil Leasehold improvements Shorter of lease term or 20% Nil | The estimated annual deprecation rate of these assets are generally as follows: Category Depreciation rate Estimated residual value Office equipment 20% Nil Leasehold improvements Shorter of lease term or 20% Nil |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
QDM Holdings Limited [Member] | |
Accounts Receivable | Accounts receivable consists of the following: March 31, 2020 March 31, 2019 US$ US$ Accounts receivable 9,865 48,713 Less: allowance for doubtful accounts - - Total 9,865 48,713 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Schedule of property and equipment | Property and equipment consist of the following at September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Office equipment $ — $ 1,664 Less accumulated depreciation — (1,049 ) $ — $ 615 | 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 | ||
QDM Holdings Limited [Member] | ||||
Schedule of property and equipment | Property and equipment, net consist of the following: September 30, March 31, US$ US$ Office equipment 1,673 1,673 Total 1,673 1,673 Less: Accumulated depreciation (1,505 ) (1,338 ) Property and equipment, net 167 335 | Property and equipment, net, consists of the following: March 31, 2020 March 31, 2019 US$ US$ Office equipment 1,673 1,673 Leasehold improvements - 8,483 Total 1,673 10,156 Less: Accumulated depreciation (1,338 ) (7,790 ) Property and equipment, net 335 2,366 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
QDM Holdings Limited [Member] | |
Schedule of Earnings Per Share | Diluted earnings per share is computed using the weighted average number of ordinary shares and dilutive ordinary share equivalents outstanding during the period. March 31, 2020 March 31, 2019 US$ US$ Numerator: Net loss attributable to ordinary shareholders—basic and diluted (25,083 ) (67,395 ) Denominator: Weighted average number of ordinary shares outstanding—basic and diluted 30,780 1,223 Loss per share attributable to ordinary shareholders —basic and diluted (0.81) (55.11) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Mar. 31, 2020 | |
QDM Holdings Limited [Member] | ||
Schedule of Future Minimum Rental Payments for Operating Leases | The Company has entered into a non-cancellable office operating lease. The future aggregate minimum lease payments under this non-cancellable operating lease are as follows: Payments due by period Total Less than 1-3 years Over Operating lease obligations (US$) 20,462 20,462 - - | The future aggregate minimum lease payments under this non-cancellable operating lease are as follows: Payments due by period Total Less than 1-3 years Over Operating lease obligations (US$) 38,000 35,077 2,923 - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | 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 $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation | 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 % |
Related Party Transactions an_2
Related Party Transactions and Balances (Tables) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Mar. 31, 2020 | |
QDM Holdings Limited [Member] | ||
Schedule of Related Party Transactions | The Company’s due from related party balance as of September 30 and March 31, 2020 is as follows: September 30, March 31, US$ US$ Huihe Zheng - 20,316 QDM International Inc. 10,009 - Due to related party balance The Company’s due to related party balance as of September 30 and March 31, 2020 is as follows: September 30, March 31, US$ US$ Huihe Zheng 144,043 - YeeTah Financial 38,200 24,628 Total 182,243 24,628 The Company’s subscription receivable due from a shareholder balances as of September 30, 2020 and March 31, 2020 and 2019 are as follows: September 30, March 31, US$ US$ Huihe Zheng 48,718 48,718 | The Group’s due from related party balance as of March 31, 2020 and 2019 is as follows: March 31, 2020 March 31, 2019 US$ US$ Huihe Zheng 20,316 - The Group’s due to related party balances as of March 31, 2020 and 2019 are as follows: March 31, 2020 March 31, 2019 US$ US$ Siu Ping Lo - 14,479 YeeTah Financial 24,628 57,425 Total 24,628 71,904 The Group’s due from a shareholder balances as of March 31, 2020 and 2019 are as follows: March 31, 2020 March 31, 2019 US$ US$ Huihe Zheng 48,718 - Teik Hoe Chng - 53,205 |
UNAUDITED PRO FORMA CONDENSED_2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS | The following unaudited pro forma condensed combined financial statements give effect to the reverse acquisition between QDM International Inc. (“QDM”) and QDM Holdings Limited (“QDM BVI”). QDM International Inc. QDM Holdings Limited Pro Forma Adjustments Notes Combined US$ US$ US$ US$ Assets Current Assets Cash and cash equivalents 157 54,369 54,516 Accounts receivables, net - 17,142 17,142 Prepaid expenses 18,000 15,597 33,597 Deferred costs - 115,000 115,000 Due from related parties - 10,009 (10,009 ) 3(a) - Total current assets 18,157 212,107 220,256 Non-current assets Property and equipment, net - 167 167 Total assets 18,157 212,274 220,422 Liabilities and shareholders’ equity Liabilities: Current liabilities Accounts payable and accrued liabilities - 7,489 7,489 Due to related parties 95,600 182,243 (10,009 ) 3(a) 267,834 Total current liabilities 95,600 189,732 275,323 Total liabilities 95,600 189,732 275,323 Commitments and contingencies Shareholders’ equity Common stock 167 50,000 (50,000 ) 3(b) 167 Preferred stock 135 - 90 3(b) 225 Treasury stock (60,395 ) - (60,395 ) Subscriptions receivable - (48,718 ) (48,718 ) Additional paid-in-capital 9,064,445 408,974 49,910 (9,081,796 ) 3(b) 441,534 Deficit (9,081,796 ) (387,714 ) 9,081,796 3(b) (387,714 ) Total shareholders’ equity (77,443 ) 22,542 (54,901 ) Total liabilities and shareholders’ equity 18,157 212,274 220,422 QDM International Inc. QDM Holdings Limited Pro Forma Adjustments Notes Combined US$ US$ US$ US$ Revenue - 110,474 110,474 Costs of sales - 107,489 107,489 Gross profit - 2,985 2,985 Operating costs and expenses General and administrative 150,687 90,968 241,655 Total operating costs and expenses 150,687 90,968 241,655 Loss from operations (150,687 ) (87,983 ) (238,670 ) Other (income) expenses: Finance costs 2,365 231 2,596 Other expense (income), net 17 (3,596 ) (3,579 ) Total other (income) expenses 2,382 (3,365 ) (983 ) Loss before provision for income taxes (153,069 ) (84,618 ) (237,687 ) Net income (loss) Basic & diluted net loss per share (0.11 ) - (0.17 ) Weighted average number of ordinary shares-basic and diluted 1,427,870 - 1,427,870 QDM International Inc. (Fiscal year ended December 31, 2019) QDM Holdings Limited (Fiscal year ended March 31, 2020) Pro Forma Adjustments Notes Combined US$ US$ US$ US$ Revenue - 221,289 221,289 Costs of sales - 200,011 200,011 Gross profit - 21,278 21,278 Operating costs and expenses General and administrative 440,165 151,893 592,058 Total operating costs and expenses 440,165 151,893 592,058 Loss from operations (440,165 ) (130,615 ) (570,780 ) Other (income) expenses: Finance costs 27,069 84 27,153 Other expense (income), net - (105,616 ) (105,616 ) Total other (income) expenses 27,069 (105,532 ) (78,463 ) Loss before provision for income taxes (467,234 ) (25,083 ) (492,317 ) Net income (loss) Basic & diluted net loss per share (0.91 ) - (0.96 ) Weighted average number of ordinary shares-basic and diluted 513,251 - 513,251 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Mar. 31, 2020 | |
QDM Holdings Limited [Member] | |
Principal activities | Holding company |
Percentage of ownership | |
Date of incorporation | Aug. 23, 2019 |
Place of incorporation | British Virgin Islands (“BVI”) |
QDM International [Member] | |
Principal activities | Holding company |
Percentage of ownership | 100.00% |
Date of incorporation | Jun. 22, 2019 |
Place of incorporation | Hong Kong |
YeeTah Financial Group [Member] | |
Principal activities | Insurance brokerage services. Licensed under Professional Insurance Broker Association of Hong Kong (“PIBA”). |
Percentage of ownership | 100.00% |
Date of incorporation | Apr. 24, 2015 |
Place of incorporation | Hong Kong |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - QDM Holdings Limited [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Mar. 31, 2020 | |
Office Equipment [Member] | ||
Depreciation rate | 20% | 20% |
Estimated residual value | ||
Leasehold Improvements [Member] | ||
Depreciation rate | Shorter of lease term or 20% | Shorter of lease term or 20% |
Estimated residual value |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Uncertain tax positions | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Impairment of long-lived assets | 0 | $ 0 | ||||||||
Advertising costs | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
QDM Holdings Limited [Member] | ||||||||||
Uncertain tax positions | $ 0 | $ 0 | ||||||||
Exchanges rates used for translation | 7.8000 | 7.8000 | 7.8000 | 7.8000 | ||||||
Provision for doubtful accounts | $ 0 | $ 0 | $ 0 | 0 | ||||||
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Concentration Risk, Percentage | 77.00% | 92.10% |
Organization, Significant Acc_3
Organization, Significant Accounting Policies and Liquidity (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Allowance for doubtful accounts | $ 0 | $ 0 | ||||
Impairment losses | 0 | 0 | ||||
Advertising costs | $ 0 | $ 0 | $ 0 | $ 0 | 0 | $ 0 |
Uncertain tax positions | $ 0 | $ 0 | $ 0 | |||
Common Stock [Member] | ||||||
Antidilutive shares | 85,143,452 | 68,158,002 | ||||
Stock converion | 10,000,000 | |||||
Preferred Stock [Member] | ||||||
Antidilutive shares | 1,000,000 | 1,000,000 | ||||
Minimum [Member] | ||||||
Estimated useful lives | 3 years | |||||
Maximum [Member] | ||||||
Estimated useful lives | 10 years |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | Sep. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2019 |
Total | |||
QDM Holdings Limited [Member] | |||
Accounts receivable | $ 9,865 | $ 48,713 | |
Less: allowance for doubtful accounts | |||
Total | $ 17,142 | $ 9,865 | $ 48,713 |
Cash in attorney trust accoun_2
Cash in attorney trust accounts (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Notes to Financial Statements | ||
Cash in attorney trust account | $ 11,834 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Less accumulated depreciation | $ (1,049) | $ (761) | |||
Property plant and equipment, net | 615 | 902 | |||
QDM Holdings Limited [Member] | |||||
Office equipment | 1,673 | $ 1,673 | $ 10,156 | ||
Less accumulated depreciation | (1,505) | (1,338) | (7,790) | ||
Property plant and equipment, net | 167 | 335 | 2,366 | ||
Office Equipment [Member] | |||||
Office equipment | $ 1,664 | $ 1,664 | |||
Office Equipment [Member] | QDM Holdings Limited [Member] | |||||
Office equipment | $ 1,673 | 1,673 | 1,673 | ||
Leasehold Improvements [Member] | QDM Holdings Limited [Member] | |||||
Office equipment | $ 8,483 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | |
Depreciation | $ 0 | $ 72 | $ 72 | $ 215 | $ 287 | $ 287 | ||||
Loss on disposition of asset | $ (543) | |||||||||
QDM Holdings Limited [Member] | ||||||||||
Depreciation | $ 167 | $ 167 | $ 334 | $ 2,031 | ||||||
Impairment on leasehold improvements | $ 1,696 | $ 1,696 | $ 0 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jan. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||||||
Principal amounts | $ 241,067 | $ 241,067 | $ 241,067 | $ 241,067 | ||
Interest rate | 12.00% | 12.00% | 12.00% | 12.00% | ||
Conversion price | $ 0.8 | $ 0.8 | $ 0.8 | $ 0.8 | ||
Debt conversion | $ 271,642 | $ 271,642 | $ 271,642 | |||
Term | 2 years |
Long-term Debt (Details Narrati
Long-term Debt (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Long-term debt | $ 0 | $ 0 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Sep. 12, 2018 | Jul. 11, 2018 | Feb. 29, 2020 | Jan. 31, 2020 | Jun. 20, 2019 | Oct. 30, 2018 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Reverse stock split | Each 100 | ||||||||||||
Debt conversion amount | $ 271,642 | $ 271,642 | $ 271,642 | ||||||||||
Debt conversion shares | 33,955,250 | 339,553 | |||||||||||
Share Price | $ .001 | $ 0.008 | $ 0.8 | $ 0.8 | |||||||||
Compensation expenses | $ 38,080 | ||||||||||||
Stock Issued During Period, Shares, Stock Splits | 6,223 | ||||||||||||
Stock Issued During Period, Value, Stock Splits | $ 19,622 | ||||||||||||
Number of common stock converted | 10,000,000 | ||||||||||||
Preferred Stock, Shares Issued upon Conversion | 1,000,000 | ||||||||||||
Capital contribution | $ 33,009 | ||||||||||||
Common stock issued for cash, shares | 1,000,000 | ||||||||||||
Common stock issued for cash, value | $ 5,000 | $ 5,000 | |||||||||||
Stock issued for compensation, shares | 104,000,000 | ||||||||||||
Common stock, par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | |||||||||
Common stock, shares issued | 1,668,049 | 1,668,049 | 518,105 | 51,810,502 | |||||||||
Common stock, shares outstanding | 1,653,873 | 1,653,873 | 503,929 | 51,015,155 | |||||||||
QDM Holdings Limited [Member] | |||||||||||||
Common stock issued for cash, shares | 415,000 | ||||||||||||
Common stock issued for cash, value | $ 53,205 | ||||||||||||
Common stock, par value per share | $ 1 | $ 1 | $ 1 | $ 1 | |||||||||
Common stock, shares authorized | 50,000 | 50,000 | 50,000 | 50,000 | |||||||||
Common stock, shares issued | 50,000 | 50,000 | 50,000 | 1,282 | |||||||||
Common stock, shares outstanding | 50,000 | 50,000 | 50,000 | 1,282 | |||||||||
Stock Option [Member] | |||||||||||||
Compensation expenses | $ 0 | $ 0 | |||||||||||
Option exercisable | 0 | 0 | |||||||||||
Treasury Stock [Member] | |||||||||||||
Shares issued | |||||||||||||
Reverse split | |||||||||||||
Preferred Stock [Member] | |||||||||||||
Number of common stock converted | 10,000 | ||||||||||||
Preferred Stock, Shares Issued upon Conversion | 100,000 | ||||||||||||
Reverse split | |||||||||||||
Stock issued for compensation, shares | 1,350,000 | 1,000,000 | |||||||||||
Preferred Stock [Member] | Board of Directors [Member] | |||||||||||||
Stock issued for services, shares | 1,350,000 | ||||||||||||
Stock issued for services, value | $ 500,000 | ||||||||||||
Common Stock [Member] | |||||||||||||
Reverse split | 391 | ||||||||||||
Common stock issued for cash, shares | 1,000,000 | ||||||||||||
Common stock issued for cash, value | $ 100 | ||||||||||||
Stock converion | 71,000,000 | ||||||||||||
Tim Shannon | |||||||||||||
Shares issued | 710,000 | ||||||||||||
Accrued compensation expenses | $ 33,000 | ||||||||||||
Compensation expenses | $ 38,080 | ||||||||||||
Capital contribution | $ 14,747 | $ 33,009 | |||||||||||
Proceeds from shareholder advance | $ 19,443 | ||||||||||||
Tim Shannon | Preferred Stock [Member] | |||||||||||||
Stock issued for compensation, shares | 1,000,000 | ||||||||||||
Stock issued for compensation, value | $ 40,000 | ||||||||||||
Unrelated third party [Member] | |||||||||||||
Proceeds from sale of equity | $ 40,000 |
Additional Paid-In-Capital (Det
Additional Paid-In-Capital (Details Narrative) - USD ($) | Jul. 11, 2018 | Mar. 31, 2019 | Dec. 31, 2018 |
Shares issuance, shares | 1,000,000 | ||
Shares issuance, value | $ 5,000 | $ 5,000 | |
QDM Holdings Limited [Member] | |||
Shares issuance, shares | 415,000 | ||
Shares issuance, value | $ 53,205 |
Loss Per Share (Details)
Loss Per Share (Details) - QDM Holdings Limited [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Numerator: | ||||||
Net loss attributable to ordinary shareholders - basic and diluted | $ (25,083) | $ (67,395) | ||||
Denominator: | ||||||
Weighted average number of ordinary shares outstanding - basic and diluted | 50,000 | 1,282 | 50,000 | 1,282 | 30,780 | 1,223 |
Loss per share attributable to ordinary shareholders - basic and diluted | $ (0.62) | $ (8.66) | $ (1.11) | $ (5.95) | $ (0.81) | $ (55.11) |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - QDM Holdings Limited [Member] - USD ($) | Sep. 30, 2020 | Mar. 31, 2020 |
Less than 1 year | $ 20,462 | $ 35,077 |
1-3 years | 0 | 2,923 |
Over 3 years | 0 | 0 |
Total | $ 20,462 | $ 38,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narative) - QDM Holdings Limited [Member] - USD ($) | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Rent expenses | $ 20,776 | $ 20,776 | $ 38,570 | $ 38,570 |
General and administrative expenses | $ 19,049 | $ 19,049 | $ 62,949 | $ 62,949 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 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 |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income tax provision at the federal and state statutory rate | 26.00% | 26.00% |
Effect of operating losses and other temporary differences | (26.00%) | (26.00%) |
Effective tax rates | 0.00% | 0.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | ||||
Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | |
Net operating loss carryforwards | $ 3,950,000 | ||||
State and federal rate | 26.00% | ||||
Valuation reserve increased | $ 65,000 | $ 26,000 | |||
Unrecognized tax positions | $ 0 | $ 0 | |||
QDM Holdings Limited [Member] | |||||
Net operating loss carryforwards | $ 18,785 | $ 11,859 | |||
Current income tax expenses | 0 | 0 | |||
Unrecognized tax positions | $ 0 | $ 0 | |||
QDM Holdings Limited [Member] | HONG KONG | |||||
State and federal rate | 16.50% |
Extinguishment of Debt (Details
Extinguishment of Debt (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Oct. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accrued officer compensation | $ 33,000 | $ 15,000 | |||
Chief Executive Officer [Member] | |||||
Extinguished debt | $ 53,703 | ||||
Accrued officer compensation | $ 20,000 |
Related Party Transactions an_3
Related Party Transactions and Balances (Details) - USD ($) | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Due from related party | |||||
Due to related party | 95,600 | $ 19,443 | |||
Subscription receivable | |||||
Huihe Zheng [Member] | |||||
Due to related party | 95,600 | ||||
QDM Holdings Limited [Member] | |||||
Due from related party | 10,009 | $ 20,316 | |||
Due to related party | 182,243 | 24,628 | 71,904 | ||
Subscription receivable | 48,718 | 48,718 | 53,205 | ||
QDM Holdings Limited [Member] | Huihe Zheng [Member] | |||||
Due from related party | 20,316 | ||||
Due to related party | 144,043 | ||||
Subscription receivable | 48,718 | ||||
QDM Holdings Limited [Member] | Teik Hoe Chng [Member] | |||||
Subscription receivable | 53,205 | ||||
QDM Holdings Limited [Member] | QDM International [Member] | |||||
Due from related party | 10,009 | ||||
QDM Holdings Limited [Member] | Siu Ping Lo [Member] | |||||
Due to related party | 14,479 | ||||
QDM Holdings Limited [Member] | YeeTah Financial Group [Member] | |||||
Due to related party | $ 38,200 | $ 24,628 | $ 57,425 |
Related Party Transactions an_4
Related Party Transactions and Balances (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Feb. 29, 2020 | Oct. 31, 2018 | Sep. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | |
Compensation expenses | $ 38,080 | |||||||||||||
Principal amounts | $ 241,067 | $ 241,067 | $ 241,067 | $ 241,067 | $ 241,067 | $ 241,067 | $ 241,067 | $ 241,067 | ||||||
Interest rate | 12.00% | 12.00% | 12.00% | 12.00% | ||||||||||
Conversion price | $ 0.8 | $ 0.8 | $ 0.8 | $ 0.8 | $ 0.8 | $ 0.8 | $ 0.8 | $ 0.8 | ||||||
Capital contribution | $ 33,009 | |||||||||||||
Proceeds from shareholder advance | 95,600 | 19,443 | $ 19,443 | |||||||||||
Due to related party | $ 95,600 | $ 95,600 | 95,600 | 19,443 | ||||||||||
Accrued officer compensation | 33,000 | $ 15,000 | ||||||||||||
QDM Holdings Limited [Member] | ||||||||||||||
Due to related party | 182,243 | $ 24,628 | $ 71,904 | 182,243 | 182,243 | $ 24,628 | $ 71,904 | |||||||
President [Member] | ||||||||||||||
Stock issued for services, shares | 1,000,000 | |||||||||||||
Chief Executive Officer [Member] | ||||||||||||||
Extinguished debt | $ 53,703 | |||||||||||||
Accrued officer compensation | $ 20,000 | |||||||||||||
Tim Shannon | ||||||||||||||
Shares issued | 710,000 | |||||||||||||
Accrued compensation expenses | $ 33,000 | |||||||||||||
Compensation expenses | $ 38,080 | |||||||||||||
Proceeds from shareholder advance | 19,443 | |||||||||||||
Capital contribution | 14,747 | 33,009 | ||||||||||||
Huihe Zheng [Member] | ||||||||||||||
Proceeds from shareholder advance | 28,376 | 95,600 | ||||||||||||
Due to related party | 95,600 | 95,600 | 95,600 | |||||||||||
Huihe Zheng [Member] | QDM Holdings Limited [Member] | ||||||||||||||
Due to related party | 144,043 | 144,043 | 144,043 | |||||||||||
Working capital | 115,000 | |||||||||||||
YeeTah Financial Group [Member] | QDM Holdings Limited [Member] | ||||||||||||||
Due to related party | $ 38,200 | $ 24,628 | $ 57,425 | 38,200 | $ 38,200 | 24,628 | 57,425 | |||||||
Related Party cost | 0 | $ 71,538 | 107,308 | 107,692 | ||||||||||
Commission expenses | 64,746 | 108,185 | ||||||||||||
Customer referral services | $ 190,496 | $ 402,041 | ||||||||||||
QDM International [Member] | QDM Holdings Limited [Member] | ||||||||||||||
Working capital | $ 10,009 | $ 0 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Nov. 11, 2020 | Oct. 21, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | Mar. 31, 2020 | Sep. 30, 2020 |
Stock issued for eqity compensation | 104,000,000 | |||||
Debt conversion amount | $ 271,642 | $ 271,642 | $ 271,642 | |||
Debt conversion shares | 33,955,250 | 339,553 | ||||
Share Price | $ .001 | $ 0.008 | $ 0.8 | |||
Number of common stock converted | 10,000,000 | |||||
Preferred Stock, Shares Issued upon Conversion | 1,000,000 | |||||
Cancellation of common stock | 33,000,000 | |||||
Forgiveness of debt | $ 71,000 | |||||
Subsequent Event [Member] | Directors and officers [Member] | ||||||
Stock issued for eqity compensation | 20,000 | |||||
Subsequent Event [Member] | QDM Holdings Limited [Member] | ||||||
Business acquisition, shares issued | 900,000 | |||||
Shares issued price per share | $ 0.0001 | |||||
Subsequent Event [Member] | QDM International [Member] | ||||||
Business acquisition, shares issued | 900,000 | |||||
Shares issued price per share | $ 0.0001 |
UNAUDITED PRO FORMA CONDENSED_3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Details) - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||||||||||
Cash and cash equivalents | $ 157 | $ 1,557 | $ 8,942 | $ 76,286 | $ 10,139 | |||||
Accounts receivables, net | ||||||||||
Prepaid expenses | 18,000 | |||||||||
Deferred assets | ||||||||||
Due from related parties | ||||||||||
Total current assets | 18,157 | 1,557 | 88,120 | |||||||
Non-current assets | ||||||||||
Property and equipment, at cost, net | 615 | 902 | ||||||||
Total Assets | 18,157 | 2,172 | 89,022 | |||||||
Current liabilities: | ||||||||||
Accounts payable & accrued liabilities | 33,000 | 17,500 | ||||||||
Due to related party | 95,600 | |||||||||
Total current liabilities | 95,600 | 321,720 | 134,699 | |||||||
Total liabilities | 95,600 | |||||||||
Stockholders' equity (deficit): | ||||||||||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 13,500 and 23,500 issued and outstandingtanding | 135 | 235 | 100 | |||||||
Common stock, $0.0001 par value, 200,000,000 shares authorized, 1,668,049 and 518,105 shares issued and 1,653,873 and 503,929 shares outstanding | 167 | |||||||||
Additional paid-in capital | 9,064,446 | 8,664,158 | 8,451,308 | |||||||
Subscription receivable | ||||||||||
Treasury stock, 14,176 and 14,176 shares at cost | (60,395) | (60,395) | (40,773) | |||||||
Accumulated (deficit) | (9,081,796) | (8,928,727) | (8,461,493) | |||||||
Total stockholders' equity (deficit) | (77,443) | $ (62,690) | (319,548) | (280,938) | $ (232,859) | (45,677) | $ (101,253) | |||
Total Liabilities and Stockholders' equity (deficit) | 18,157 | $ 2,172 | $ 89,022 | |||||||
Pro Forma Adjustment | ||||||||||
Current assets: | ||||||||||
Due from related parties | (10,009) | |||||||||
Current liabilities: | ||||||||||
Due to related party | (10,009) | |||||||||
Stockholders' equity (deficit): | ||||||||||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 13,500 and 23,500 issued and outstandingtanding | 90 | |||||||||
Common stock, $0.0001 par value, 200,000,000 shares authorized, 1,668,049 and 518,105 shares issued and 1,653,873 and 503,929 shares outstanding | (50,000) | |||||||||
Additional paid-in capital | (9,031,886) | |||||||||
Accumulated (deficit) | 9,081,796 | |||||||||
Combined | ||||||||||
Current assets: | ||||||||||
Cash and cash equivalents | 54,516 | |||||||||
Accounts receivables, net | 17,142 | |||||||||
Prepaid expenses | 33,597 | |||||||||
Deferred assets | 115,000 | |||||||||
Due from related parties | ||||||||||
Total current assets | 220,256 | |||||||||
Non-current assets | ||||||||||
Property and equipment, at cost, net | 167 | |||||||||
Total Assets | 220,422 | |||||||||
Current liabilities: | ||||||||||
Accounts payable & accrued liabilities | 7,489 | |||||||||
Due to related party | 267,834 | |||||||||
Total current liabilities | 275,323 | |||||||||
Total liabilities | 275,323 | |||||||||
Stockholders' equity (deficit): | ||||||||||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 13,500 and 23,500 issued and outstandingtanding | 225 | |||||||||
Common stock, $0.0001 par value, 200,000,000 shares authorized, 1,668,049 and 518,105 shares issued and 1,653,873 and 503,929 shares outstanding | 167 | |||||||||
Additional paid-in capital | 441,534 | |||||||||
Subscription receivable | (48,718) | |||||||||
Treasury stock, 14,176 and 14,176 shares at cost | (60,395) | |||||||||
Accumulated (deficit) | (387,714) | |||||||||
Total stockholders' equity (deficit) | (54,901) | |||||||||
Total Liabilities and Stockholders' equity (deficit) | 220,422 | |||||||||
QDM Holdings Limited [Member] | ||||||||||
Current assets: | ||||||||||
Cash and cash equivalents | 54,359 | $ 62,399 | $ 27,944 | $ 24,716 | $ 55,945 | |||||
Accounts receivables, net | 17,142 | 9,865 | 48,713 | |||||||
Prepaid expenses | 15,597 | 13,672 | 19,471 | |||||||
Deferred assets | 115,000 | |||||||||
Due from related parties | 10,009 | |||||||||
Total current assets | 212,107 | 106,252 | 131,362 | |||||||
Non-current assets | ||||||||||
Property and equipment, at cost, net | 167 | 335 | 2,366 | |||||||
Total Assets | 212,274 | 106,587 | 133,728 | |||||||
Current liabilities: | ||||||||||
Accounts payable & accrued liabilities | 7,489 | 3,774 | 11,761 | |||||||
Due to related party | 182,243 | |||||||||
Total current liabilities | 189,732 | 28,402 | 83,665 | |||||||
Total liabilities | 189,732 | 28,402 | 83,665 | |||||||
Stockholders' equity (deficit): | ||||||||||
Common stock, $0.0001 par value, 200,000,000 shares authorized, 1,668,049 and 518,105 shares issued and 1,653,873 and 503,929 shares outstanding | 50,000 | |||||||||
Additional paid-in capital | 408,974 | 408,974 | 408,974 | |||||||
Subscription receivable | (48,718) | (48,718) | (53,205) | |||||||
Treasury stock, 14,176 and 14,176 shares at cost | ||||||||||
Accumulated (deficit) | (387,714) | (332,071) | (306,988) | |||||||
Total stockholders' equity (deficit) | 22,542 | 78,185 | 50,063 | |||||||
Total Liabilities and Stockholders' equity (deficit) | $ 212,274 | $ 106,587 | $ 133,728 |
UNAUDITED PRO FORMA CONDENSED_4
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating expenses: | ||||||||
General & administrative expenses | $ 29,500 | $ 40,787 | $ 150,687 | $ 194,721 | $ 93,389 | $ 45,131 | ||
Total operating expenses | 29,500 | 40,487 | 150,687 | 194,721 | 440,165 | 60,505 | ||
Loss from operations | (29,500) | (40,787) | (150,687) | (194,721) | (440,165) | (60,505) | ||
Other expense | ||||||||
Other expense (income), net | 526 | 1,404 | ||||||
Total other (income) expenses | (7,292) | (2,382) | (20,918) | (27,069) | (858) | |||
Loss before income taxes | (29,500) | (48,079) | (153,069) | (215,639) | ||||
Net loss from operations | $ (29,500) | $ (48,079) | $ (153,069) | $ (215,639) | $ (467,234) | $ (61,363) | ||
Combined | ||||||||
Revenues | $ 110,474 | $ 221,289 | ||||||
Cost of sales | 107,489 | 200,011 | ||||||
Gross profit | 2,985 | 21,278 | ||||||
Operating expenses: | ||||||||
General & administrative expenses | 241,655 | 592,058 | ||||||
Total operating expenses | 241,655 | 592,058 | ||||||
Loss from operations | (238,670) | (570,780) | ||||||
Other expense | ||||||||
Finance costs | 2,596 | 27,153 | ||||||
Other expense (income), net | (3,579) | (105,616) | ||||||
Total other (income) expenses | (983) | (78,463) | ||||||
Loss before income taxes | $ (237,687) | $ (492,317) | ||||||
Basic & diluted net loss per share | $ (0.17) | $ (0.96) | ||||||
Weighted average basic & diluted shares outstanding | 1,427,870 | 513,251 | ||||||
QDM International [Member] | ||||||||
Revenues | ||||||||
Cost of sales | ||||||||
Gross profit | ||||||||
Operating expenses: | ||||||||
General & administrative expenses | 150,687 | 440,165 | ||||||
Total operating expenses | 150,687 | 440,165 | ||||||
Loss from operations | (150,687) | (440,165) | ||||||
Other expense | ||||||||
Finance costs | 2,365 | 27,069 | ||||||
Other expense (income), net | 17 | |||||||
Total other (income) expenses | 2,382 | 27,069 | ||||||
Loss before income taxes | $ (153,069) | $ (467,234) | ||||||
Basic & diluted net loss per share | $ (0.11) | $ (0.91) | ||||||
Weighted average basic & diluted shares outstanding | 1,427,870 | 513,251 | ||||||
QDM Holdings Limited [Member] | ||||||||
Revenues | $ 110,474 | $ 221,289 | ||||||
Cost of sales | 107,489 | 200,011 | ||||||
Gross profit | 2,985 | 21,278 | ||||||
Operating expenses: | ||||||||
General & administrative expenses | 90,968 | 151,893 | ||||||
Total operating expenses | 90,968 | 151,893 | ||||||
Loss from operations | (87,983) | (130,615) | ||||||
Other expense | ||||||||
Finance costs | 231 | 84 | ||||||
Other expense (income), net | (3,596) | (105,616) | ||||||
Total other (income) expenses | (3,365) | (105,532) | ||||||
Loss before income taxes | $ (84,618) | $ (25,083) | ||||||
Basic & diluted net loss per share | ||||||||
Weighted average basic & diluted shares outstanding |
UNAUDITED PRO FORMA CONDENSED_5
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Oct. 21, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Proceeds from Issuance of Common Stock | $ 5,000 | ||
Subsequent Event [Member] | QDM International [Member] | |||
Proceeds from Issuance of Common Stock | $ 50,000 | ||
Business acquisition, shares issued | 900,000 | ||
Shares issued price per share | $ 0.0001 | ||
Deferred transaction costs | $ 125,009 |