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 30,000 shares (900,000 shares before the Reverse Split) 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.

On November 3, 2021, the Company acquired 100% of the issued and outstanding shares of QDMS, a company incorporated on February 6, 2020 in Cyprus. The Company acquired QDMS through an intermediary holding company, LGL, which was incorporated on July 29, 2021 in the BVI. Before the acquisition, Huihe Zheng was the sole shareholder of QDMS. As part of the acquisition, Mr. Zheng sold all the shares of QDMS to LGL for a consideration of EUR5,000 in November 2021 and at the same time the sole shareholder of LGL, Mengting Xu, transferred all her shares in LGL to the Company for a consideration of USD$1.00. As a result, the Company acquired a 100% ownership of LGL, which, in turn, owns 100% of QDMS. QDMS plans to engage in the research and development of customer relationship management ("CRM") software as a service ("SaaS"), with a business model derived from "customer-centered" CRM concept to improve enterprise-customers relationship. We plan to market QDMS' SaaS services to our network of banks, securities companies, insurance companies and other financial services providers in Hong Kong and China.

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 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, although on August 12, 2022, a new quarantine policy for overseas visitors arriving in Hong Kong took effect and shortened the quarantine period to a combination of three days compulsory quarantine and four days self-health monitoring.

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.





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Results of Operations


Three Months Ended June 30, 2022 and 2021





                                       June 30,       June 31,
                                         2022           2021
Revenue                               $   9,782     $   11,610
Cost of sales                             9,782         11,610
Gross profit                                  -              -
Operating costs and expenses:
General and administrative expenses      96,625        108,123
Total operating costs and expenses       96,625        108,123
Loss from operations                    (96,625 )     (108,123 )
Total other (income) expenses              (469 )          896
Net loss                              $ (96,156 )   $ (109,019 )




Revenue


Revenue decreased by approximately $2,000 or 15.7% for the three months ended June 30, 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 and quarantine measures imposed by PRC and Hong Kong governments.





Cost of sales


The amount decreased by approximately $2,000 or 15.7% for the three months ended June 30, 2022 as compared to the same period of 2021. The decrease was in line with the decrease of revenue.

General and administrative expenses

General and administrative (G&A) expenses consist primarily of employee salaries, office rents, insurance costs, general office operating expenses (e.g., utilities, repairs and maintenance) and professional fees. General and administrative expenses decreased by approximately $11,000 or 10.6% for the three months ended June 30, 2022 as compared to the same period of 2021. The change is immaterial and consistent with the activity of the Company in 2022 compared to 2021 as there was no significant change in revenue and G&A expenses are generally fixed and routine costs.





Net loss


As a result of the factors described above, net loss for the three months ended June 30, 2022 decreased by approximately $13,000 or 11.8% 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.





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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 sheet 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 three months ended June 30, 2022 and 2021.

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





                          June 30, 2022         June 30, 2021

Period-end spot rate     EUR1= US$1.0469       EUR1= US$1.1848
Average rate             EUR1= US$1.0646       EUR1= US$1.2050





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 June 30 and March 31, 2022, we had $26,774 and $69,658, respectively, in cash and cash equivalents, which primarily consisted of cash deposited in banks.





                                                     June 30,       June 30,
                                                       2022           2021
Net cash used in operating activities               $ (88,040 )   $ (101,521 )
Net cash used in investing activities               $ (14,628 )   $        -
Net cash provided by financing activities              59,804         96,305
Effect of foreign exchange on cash                        (20 )            -

Net increase (decrease) in cash, cash equivalents (42,884 ) (5,216 ) Cash and cash equivalents at beginning of period 69,658 35,605 Cash and cash equivalents at end of period $ 26,774 $ 30,389

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 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 $88,000 for the three months ended June 30, 2022, compared to net cash used in operating activities of approximately $102,000 for the same period of 2021, representing an decrease of approximately $13,000 in the net cash outflow in operating activities. The decrease in net cash used in operating activities was primarily due to a decrease of net loss by $13,000 in the three months ended June 30, 2022 as compared to the same period of 2021 and the following working capital changes:





       (1) Change in accounts receivable resulted in an approximately $1,500 cash
           inflow for the three months ended June 30, 2022 compared to an
           approximately $300 cash outflow for the same period of 2021, which led
           to an approximately $2,000 increase in net cash inflow from operating
           activities.




       (2) Change in prepaid expenses resulted in an approximately $2,000 cash
           inflow for the three months ended June 30, 2022 compared to an
           approximately $31,000 cash inflow for the same period of 2021, which
           led to an approximately $29,000 decrease in net cash inflow from
           operating activities.




       (3) Change in accounts payable and accrued liabilities resulted in an
           approximately $4,000 cash inflow for the three months ended June 30,
           2022 compared to an approximately $12,000 cash inflow for the same
           period of 2021, which led to an approximately $8,000 decrease in net
           cash inflow from operating activities.




       (4) Change in due to a related party resulted in an approximately $1,000
           cash outflow for the three months ended June 30, 2022 compared to an
           approximately $36,000 cash outflow for the same period of 2021, which
           led to an approximately $35,000 decrease in net cash outflow from
           operating activities.




Investing Activities:



Net cash used in investing activities was approximately $15,000 for the three months ended June 30, 2022, which was fully attributable to cash used in purchases of property and equipment. There was no cash used in investing activities for the same period of 2021.





Financing Activities:


Net cash generated from financing activities was approximately $60,000 for the three months ended June 30, 2022, which was fully attributable to stockholder advances to the Company during the period.

Net cash generated from financing activities was approximately $96,000 for the three months ended June 30, 2021, which was attributable to the net results of: (i) stockholder advances of approximately $120,000; (ii) cash proceeds received from share issuance of approximately $201,000; (iii) cash used to repay a related party of approximately $201,000, which was subsequently returned by the related party; (iv) cash of approximately $24,000 incurred for future equity issuance;





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 June 30, 2022 are summarized as follows:





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Operating lease


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





2023                                            $  31,629
2024                                               42,172
2025                                               35,143
Total future minimum lease payments             $ 108,943
Less: imputed interest                             (6,809 )
Total operating lease liability                 $ 102,134

Less: operating lease liability - current 38,013 Total operating lease liability - non current $ 64,121

Critical Accounting Estimates

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

Off-balance Sheet Commitments and Arrangements

As of June 30, 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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