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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