UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
For
the fiscal year ended
For the transition period from___________ to___________
Commission
file number
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) | |
| - | ||
| (Address of principal executive offices) | (Zip Code) | |
| (Registrant’s telephone number, including area code) | ||
Securities
registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.0001
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
The
aggregate market value of the voting and non-voting common stock held by non-affiliates computed by reference to the price at which the
common stock was last sold on the OTCQB Marketplace operated by the OTC Markets as of September 30, 2022 ($0.81) was approximately
$
As
of June 29, 2023,
| Auditor Name: | Auditor Location: | Auditor Firm ID: | ||
Explanatory Note
Exhibit 101 consists of the following eXtensible Business Reporting Language (XBRL) interactive data files that were omitted from the Form 10-K:
101. INS |
XBRL Instance Document. | |
| 101. SCH | XBRL Taxonomy Extension Schema Document. | |
| 101. CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101. LAB | XBRL Taxonomy Extension Label Linkbase Document. | |
| 101. PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 101. DEF | XBRL Taxonomy Extension Definition Linkbase Document. |
Except for the items described above, no other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
i
PART IV
Item 15. Exhibits and Financial Statement Schedules.
| * | Filed herewith. |
| ** | Furnished herewith. |
| + | Previously filed and incorporated by reference to exhibits to Company’s Form S-1 filed on December 21, 2022. |
| ++ | Previously filed and incorporated by reference to Exhibit 21.1 to Company’s annual report on Form 10-K filed on June 29, 2023. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| QDM International Inc. | ||
| Date: June 30, 2023 | By: | /s/ Huihe Zheng |
| Name: | Huihe Zheng | |
| Title: | Chairman of the Board, Chief Executive Officer, and President | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Huihe Zheng | Chairman of the Board, Chief Executive Officer | June 30, 2023 | ||
| Huihe Zheng | (principal executive officer), and President | |||
| /s/ Tim Shannon | Chief Financial Officer | June 30, 2023 | ||
| Tim Shannon | (principal accounting and financial officer) and Director | |||
| /s/ Timothy Miles | Director | June 30, 2023 | ||
| Timothy Miles | ||||
| /s/ Huili Shen | Secretary and Director | June 30, 2023 | ||
| Huili Shen |
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