The following discussion should be read in conjunction with our interim financial statements, including the notes thereto, appearing elsewhere in this Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward- looking statements. Factors that could cause or contribute to such differences include but are not limited to those discussed below and elsewhere in this Report. Our interim financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.





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 of 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 Hong Kong's current boarding requirements vary based on where the traveler has visited in the past 14 or 21 days and whether the traveler is vaccinated.

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. For example, 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

Three Months Ended June 30, 2021 and 2020

The following table presents an overview of the results of operations for the three months ended June 30, 2021 and 2020:





                                       For The Three Months     For The Three Months
                                              Ended                    Ended
                                             June 30,                 June 30,
                                               2021                     2020
Revenue                               $            11,610      $             20,880
Cost of sales                                      11,610                    19,578
Gross profit                                            -                     1,302
Operating costs and expenses:
General and administrative expenses               108,123                    82,709
Total operating costs and expenses                108,123                    82,709
Loss from operations                             (108,123 )                 (81,407 )
Total other income                                    896                    (3,444 )
Net loss                              $          (109,019 )    $            (77,963 )




Revenue

Revenue decreased by approximately $9,000 or 44.4% for the three months ended June 30, 2021 as compared to the same period of 2020. The decrease was mainly due to the decrease in the number of customers resulting from the prolonged COVID-19 travel restriction imposed by Hong Kong government during three months ended June 30, 2021.





Cost of sales

Cost of sales represented commissions paid to individuals or companies who referred customers to us. The amount decreased by approximately $8,000 or 40.7% for the three months ended June 30, 2021 as compared to the same period of 2020. The decrease was in line with the decrease of revenue.





Gross margin

Gross margin was 0% for the three months ended June 30, 2021 as compared to the 6.2% for the same period of last year. The lower gross margin in 2021 compared to 2020 was because our commission costs for the three months ended June 30, 2020 were lower. During the three months ended June 30, 2021, we increased our commissions for renewals for clients referred by YeeTah Financial from the previous year.





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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 $25,000 or 30.7% for the three months ended June 30, 2021 as compared to the same period of 2020. The increase was primarily due to additional legal fees incurred in the three months ended June 30, 2021 for the proposed reverse stock split.





Net loss

As a result of the factors described above, net loss for the three months ended June 30, 2021 increased by approximately 31,000 or 39.8% as compared to the same period of 2020.

Foreign Currency Translation

Our reporting currency is the United States dollar. Our operations are principally conducted in Hong Kong where the 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 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 our balance sheets, income statement items and cash flow items for both the three months ended June 30, 2021 and 2020.

Liquidity and Capital Resources

We have financed our operations primarily through cash generated by operating activities, equity financings and advances from our principal stockholder. As of June 30, 2021 and March 31, 2021, we had $30,389 and 35,605, respectively, in cash and cash equivalents, which primarily consisted of cash deposited in banks.





                                                        June 30,      June 30,
                                                          2021          2020
Net cash used in operating activities                 $ (101,521 )   $ (62,462 )

Net cash provided by (used in) financing activities 96,305 82,529 Net increase (decrease) in cash, cash equivalents (5,216 ) 20,067 Cash and cash equivalents at beginning of year

            35,605        62,780
Cash and cash equivalents at end of year              $   30,389     $  82,847




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Our working capital requirements mainly comprise of commissions paid to technical representatives and referral fees, office administrative costs 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.





Operating Activities:

Net cash used in operating activities was approximately $102,000 for the three months ended June 30, 2021, compared to net cash used in operating activities of approximately $62,000 for 2020, representing an increase of approximately $40,000 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 $31,000 in the three months ended June 30, 2021 as compared to the same period of 2020 and the following major working capital changes:





       (1) Change in prepaid expenses resulted in an approximately $32,000 cash
           inflow for the three months ended June 30, 2021, while for the same
           period of 2020, change in prepaid expenses resulted in a cash outflow
           of approximately $21,000, which led to an approximately $53,000
           decrease in net cash outflow from operating activities.




       (2) Change in accounts payable and accrued liabilities resulted in an
           approximately $13,000 cash inflow for the three months ended June 30,
           2021, while for the same period of 2020, change in accounts payable and
           accrued liabilities generated a cash inflow of approximately $7,000,
           which led to an approximately $6,000 increase in net cash inflow from
           operating activities.




       (3) Change in due to related parties resulted in an approximately $36,000
           cash outflow for the three months ended June 30, 2021, while for the
           same period of 2020, change in due to related parties generated a cash
           inflow of approximately $27,000, which led to an approximately $63,000
           increase in net cash outflow from operating activities.




Financing Activities:

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) share issuance proceeds of $200,500; (iii) repayment of related party of $200,500 and payment of $24,000 issuance costs for share issued in the period.





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Net cash generated from financing activities was approximately $83,000 for the three months ended June 30, 2020, which was attributable to the net results of: (i) stockholder advances of approximately $88,000; (ii) repayment of stockholder advances of approximately $10,000; and (iii) capital contribution of $5,000 from a shareholder.





Material Commitments

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

Critical Accounting Policies

Please refer to the notes to the Company's condensed consolidated financial statements included in this Report for details of critical accounting policies. 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, 2021, 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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