The following discussion and analysis is based on, and should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Report. Management's Discussion and Analysis of Financial Condition and Results of Operations contains statements that are forward-looking. These statements are based on current expectations and assumptions that are subject to risk, uncertainties and other factors. These statements are often identified by the use of words such as "may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate," or "continue," and similar expressions or variations. Actual results could differ materially because of the factors discussed in "Risk Factors" elsewhere in this Report, and other factors that we may not know.





Overview


From 2016 to 2020, we were a telemedicine company that provides Connect-a-Doc telemedicine kits to schools. Our services aimed to provide alternatives to schools that desire to provide a higher level of healthcare to their students but are unable to keep a full-time school nurse available. In 2020 this business was discontinued and we became a non-operating "shell" company.

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

On October 21, 2020, we entered into the Share Exchange Agreement with QDM BVI, and Huihe Zheng, the sole shareholder of QDM BVI, who is also our principal stockholder and serves as our Chairman and Chief Executive Officer, to acquire all the issued and outstanding capital stock of QDM BVI in exchange for the issuance to Mr. Zheng 900,000 shares of a newly designated Series C Preferred Stock, with each share of Series C Preferred Stock initially being convertible into 11 shares of our common stock, subject to certain adjustments and limitations. The Share Exchange closed on October 21, 2020.

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

Impact of COVID-19 and Protests





Impact of COVID-19


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





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With social distancing measures having been implemented to curtail the spread of COVID-19, insurance brokers in Hong Kong, such as YeeTah, which relied primarily on storefront and in-person consultations for new business production faced an immediate slowdown. In addition, Hong Kong has suspended mainland tourists' free travel and requested those who travel from the mainland and enter Hong Kong undergo quarantine for 14 days.

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

Impact of Protests in Hong Kong

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

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

Our revenue is susceptible to Hong Kong protests as well as any other incidents or factors which affect the stability of the social, economic and political conditions in Hong Kong. As a result of the Hong Kong protests, we experienced a drop in new customers from mainland China beginning in June 2019, which impacted our revenue for the period from June 2019 to the quarter ended June 30, 2020.

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





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Results of Operations


Years Ended March 31, 2022 and 2021

The following table presents an overview of our results of operations for the years ended March 31, 2022 and 2021:





                                       For The Year      For The Year
                                           Ended             Ended
                                         March 31,         March 31,
                                           2022              2021
Revenue                               $      68,969     $     123,438
Cost of sales                                68,836           123,046
Gross profit                                    133               392
Operating costs and expenses:
General and administrative expenses         376,968           333,284
Total operating costs and expenses          376,968           333,284
Loss from operations                       (376,835 )        (332,892 )
Total other income                           (1,330 )           6,773
Net loss                              $    (378,165 )   $    (326,119 )




Revenue


Revenue decreased by approximately $54,000 or 44.1% for the year ended March 31, 2022 as compared to the same period of 2021. The decrease was mainly due to the decrease in the number of customers, primarily PRC mainland customers, resulting from the prolonged COVID-19 travel restriction imposed by Hong Kong government during the year ended March 31, 2022.





Cost of sales


Cost of sales represented commissions paid to individuals or companies who referred customers to us. The amount decreased by approximately $54,000 or 44.0% for the year ended March 31, 2022 as compared to the same period of 2021. The decrease was in line with the decrease of revenue.





Gross margin


Gross margin was 0.2% for the year ended March 31, 2022, which was consistent with 0.3% for the same period of last year.

General and administrative expenses

General and administrative expenses consist primarily of stock-based payments, employee salaries, office rents, insurance costs, general office operating expenses (e.g., utilities, repairs and maintenance) and professional fees. General and administrative expenses increased by approximately $44,000 or 13.2% for the year ended March 31, 2022 as compared to the same period of 2021. The increase was primarily due to an $42,000 increase of legal expenses in 2022 in connection with the Reverse Stock Split and increased SEC filing activities.





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Net loss


As a result of the factors described above, net loss for the year ended March 31, 2022 increased by approximately $52,000 or 16.0% as compared to the same period of 2021.





Foreign Currency Translation



The Company's reporting currency is the United States dollar ("US$"). The Company's operations are principally conducted in Hong Kong where the Hong Kong dollar is the functional currency. The functional currency of the Company's two subsidiaries, Lutter Global Limited and QDMI Software Group Limited, is the Euro.

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

The exchanges rate used for translation from Hong Kong dollar to US$ was 7.8000, a pegged rate determined by the linked exchange rate system in Hong Kong. This pegged rate was used to translate Company's balance sheets, income statement items and cash flow items for both the years ended March 31, 2022 and 2021.

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

March 31, 2022  March 31, 2021

Year-end spot rate EUR1= US$1.1093 EUR1= US$1.1743 Average rate EUR1= US$1.1627 EUR1= US$1.1661

Liquidity and Capital Resources

We have financed our operations primarily through cash generated by operating activities, equity financings and advances from our principal stockholder. QDM is a holding company and conducts substantially all of its operations through YeeTah, which is its only entity that has cash inflows and outflows. Our expenses are paid directly either by YeeTah or our principal stockholder. There have been no cash and any asset transactions between us and our subsidiaries since the Share Exchange. As of March 31, 2022 and 2021, we had $69,658 and $35,605, respectively, in cash and cash equivalents, which primarily consisted of cash deposited in banks.





                                                       March 31,      March 31,
                                                          2022           2021
Net cash used in operating activities                 $ (398,610 )   $ (369,145 )
Net cash provided by (used in) investing activities       (3,700 )            -
Net cash provided by financing activities                436,363        341,970

Net increase (decrease) in cash, cash equivalents 34,053 (27,175 ) Cash and cash equivalents at beginning of year

            35,605         62,780
Cash and cash equivalents at end of year              $   69,658     $   35,605

Our working capital requirements mainly comprise of commissions paid to technical representatives and referral fees, operating lease payments and employee salaries. Historically, our capital requirements were generally met by cash generated from our operations, equity financings and funding from our principal stockholder. In light of impact on our operations from the civilian protests in Hong Kong and the COVID-19 epidemic in China and Hong Kong, we undertook certain cost cutting measures, including but not limited to, relocating to a new office with a much lower rent and reducing the number of employees. Discretionary expenditures are also curtailed or reduced to save costs. In addition to adjusting our operating expenditures, we will continue to seek opportunities of equity financings and financial supports from our principal stockholder. Although historically we were successful in obtaining equity financings through the sales of our securities and obtaining loans from our principal stockholder, the availability of such financings when required is dependent on many factors beyond our control, such as the unforeseeable impact from COVID-19 and the recovery of the Hong Kong economy following the civilian protests.





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Operating Activities:



Net cash used in operating activities was approximately $399,000 for the year ended March 31, 2022, compared to net cash used in operating activities of approximately $369,000 for 2021, representing an increase of approximately $29,000 in the net cash outflow in operating activities. The increase in net cash used in operating activities was primarily due to an increase of net loss of $52,000 in the year ended March 31, 2022 as compared to the same period of 2021, offset by the following working capital changes:





       (1) Change in accounts receivable resulted in an approximately $200 cash
           outflow for the year ended March 31, 2022, while for the year ended
           March 31, 2021, change in accounts receivable was an approximately
           $7,600 cash inflow, which led to an approximately $7,800 decrease in
           net cash inflow from operating activities.




       (2) Change in prepaid expenses resulted in an approximately $4,000 cash
           outflow for the year ended March 31, 2022, while for the year ended
           March 31, 2021, change in prepaid expenses resulted in a cash outflow
           of approximately $29,000, which led to an approximately $25,000
           increase in net cash inflow from operating activities.




       (3) Change in accounts payable and accrued liabilities resulted in an
           approximately $10,000 cash inflow for the year ended March 31, 2022,
           while for the year ended March 31, 2021, change in accounts payable and
           accrued liabilities generated a cash outflow of approximately $14,000,
           which led to an approximately $24,000 increase in net cash inflow from
           operating activities.




       (4) Change in due to a related party resulted in an approximately $19,000
           cash outflow for the year ended March 31, 2022, while for the year
           ended March 31, 2021, change in due to a related party resulted in a
           cash outflow of approximately $28,000, which led to an approximately
           $9,000 decrease in net cash outflow from operating activities.




       (5) Change in non-cash operating items resulted in an approximately $2,000
           cash outflow for 2022, while for 2021, change in non-cash operating
           items resulted in a cash inflow of approximately $21,000, which led to
           an approximately $23,000 decrease in net cash inflow from operating
           activities.




Financing Activities:



Net cash generated from financing activities was approximately $436,000 for the year ended March 31, 2022, which was attributable to the net results of: (i) stockholder advances of approximately $290,000; (ii) share issuance proceeds of approximately $200,000; and (iii) prepaid legal fees.

Net cash generated from financing activities was approximately $342,000 for the year ended March 31, 2021, which was attributable to the net results of: (i) stockholder advances of approximately $644,000; (ii) cash used in reverse acquisition of approximately $251,000; (iii) cash of approximately $71,000 incurred for future equity issuance; and (iv) shareholder capital contributions of approximately $20,000.





Material Commitments


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

We had one office lease agreement and our lease commitments as of March 31, 2022 are summarized as follows:





Operating lease


The future aggregate minimum lease payments under the non-cancellable office operating lease are as follows:





2023                                            $  42,172
2024                                               42,172
2025                                               35,143
Total future minimum lease payments             $ 119,486
Less: imputed interest                             (8,135 )
Total operating lease liability                 $ 111,351

Less: operating lease liability - current 37,551 Total operating lease liability - non current $ 73,800

Critical Accounting Estimates

There were no areas requiring significant management judgments and estimates for the periods covered by this Report.





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Off-balance Sheet Commitments and Arrangements

As of March 31, 2022, the Company did not have any material off-balance sheet arrangements that had or were reasonably likely to have any effect on their respective financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

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