{"url_path":"/sec/qdmi/10-k/2026/item-16","section_key":"item-16","section_title":"Item 16 FORM 10-K SUMMARY**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1094032/0001213900-26-073119-index.html","accession_number":"0001213900-26-073119","cik":"0001094032","ticker":"QDMI","issuer_name":"QDM International Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1094032/0001213900-26-073119-index.html","primary_entity_key":"0001094032","primary_entity_name":"QDM International Inc."},"word_count":10257,"has_tables":true,"body_markdown":"**Item 16. FORM 10-K SUMMARY**\n\n \n\nNot applicable.\n\n \n\n64\n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of Section 13 or\n15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,\nthereunto duly authorized.\n\n \n\n \n**QDM International Inc.**\n\n \n \n \n\nDate: June 29, 2026\n\nBy:\n/s/ Huihe Zheng\n\n \nName: \nHuihe Zheng\n\n \nTitle:\nChairman of the Board, Chief Executive Officer, and President\n\n \n\nPursuant to the requirements of the Securities\nExchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and\non the dates indicated.\n\n \n\n**Signature**\n \n**Title**\n \n**Date**\n\n \n \n \n \n \n\n/s/ Huihe Zheng\n \nChairman of the Board, Chief Executive Officer and President\n \nJune 29, 2026\n\nHuihe Zheng\n \n(principal executive officer)\n \n \n\n \n \n \n \n \n\n/s/ Wei Li\n \nChief Financial Officer and Secretary\n \nJune 29, 2026\n\nWei Li\n \n(principal accounting and financial officer)\n \n \n\n \n \n \n \n \n\n/s/ Timothy Miles\n \nDirector\n \nJune 29, 2026\n\nTimothy Miles\n \n \n \n \n\n \n \n \n \n \n\n/s/ Fawn Ren\n \nDirector\n \nJune 29, 2026\n\nFawn Ren\n \n \n \n \n\n  \n\n65\n\n \n\n \n\nIndex to the Financial Statements \n\n \n\n  **Page**\n\n[Reports of Independent Registered Public Accounting Firm (PCAOB ID:6413)](#f_001) F-2\n\n   \n\n[Consolidated Balance Sheets as of March 31, 2026 and 2025](#f_002) F-3\n\n   \n\n[Consolidated Statements of Operations and Comprehensive Income for the Years Ended March 31, 2026 and 2025](#f_003) F-4\n\n   \n\n[Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended March 31, 2026 and 2025](#f_004) F-5\n\n   \n\n[Consolidated Statements of Cash Flows for the Years Ended March 31, 2026 and 2025](#f_005) F-6\n\n   \n\n[Notes to Consolidated Financial Statements](#f_006) F-7\n\n \n\nF-1\n\n \n\n \n\n \n\n  \n\n**REPORT OF INDEPENDENT REGISTERED\nPUBLIC ACCOUNTING FIRM**\n\n \n\n**To the Shareholders and Board of Directors of**\n\n**QDM International Inc.**\n\n** **\n\n**Opinion on the Consolidated Financial Statements**\n\n \n\nWe have audited the accompanying consolidated balance sheets of and\nits subsidiaries (the “Company”) as of March 31, 2026 and 2025, and the related consolidated statements of operations and\ncomprehensive income, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended March 31,\n2026, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial\nstatements present fairly, in all material respects, the financial position of the Company as of March 31, 2026 and 2025, and the results\nof its operations and its cash flows for each of the years in the two-year period ended March 31, 2026, in conformity with accounting\nprinciples generally accepted in the United States of America.\n\n \n\n**Basis for Opinion**\n\n \n\nThese consolidated financial statements are the responsibility of the\nCompany’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based\non our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company\nin accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission\nand the PCAOB.\n\n \n\nWe conducted our audits in accordance with the standards of the PCAOB.\nThose standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements\nare free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,\nan audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal\ncontrol over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal\ncontrol over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur audits included performing procedures to assess the risks of material\nmisstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those\nrisks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial\nstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as\nevaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for\nour opinion.\n\n** **\n\n**Critical Audit Matters**\n\n \n\nCritical audit matters are matters arising from the current period\naudit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:\n(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective,\nor complex judgments. We determined that there are no critical audit matters.\n\n \n\n/s/ ZH CPA, LLC\n\n \n\nWe have served as the Company’s auditor since 2021.\n\n \n\nDenver, Colorado\n\n \n\nJune 29, 2026\n\n \n\n \n\n \n\n999 18th Street,\nSuite 3000, Denver, CO, 80202 USA Phone: 1.303.386.7224 Fax: 1.303.386.710 Email: admin@zhcpa.us\n\n \n\nF-2\n\n \n\n \n\n**QDM INTERNATIONAL INC.**\n\n**CONSOLIDATED BALANCE SHEETS\nAS OF MARCH 31, 2026 AND 2025**\n\n  \n\n  \nMarch 31,\n2026  \n **March 31, 2025** \n\nASSETS \n   \n  \n\nCurrent assets: \n   \n  \n\nCash and cash equivalents \n$10,328,590  \n$8,557,305 \n\nAccounts receivable, net of credit loss allowance of $nil and $nil \n 2,897,114  \n 1,702,217 \n\nPrepaid expenses and deposits \n 4,057,519  \n 144,768 \n\nTotal current assets \n 17,283,223  \n 10,404,290 \n\n  \n    \n   \n\nRight of use assets – operating lease \n 73,003  \n 185,662 \n\nLong-term prepaid expenses and deposits \n 86,316  \n 86,316 \n\nProperty and equipment, net \n 899  \n 33,030 \n\n  \n    \n   \n\nTotal assets \n$17,443,441  \n$10,709,298 \n\n  \n    \n   \n\nLIABILITIES AND STOCKHOLDERS’ DEFICIT \n    \n   \n\nCurrent liabilities: \n    \n   \n\nAccounts payable & accrued liabilities \n$82,224  \n$286,074 \n\nOperating lease liabilities - current \n 40,703  \n 115,125 \n\nIncome tax payable \n 915,215  \n 1,395,418 \n\n  \n    \n   \n\nTotal current liabilities \n 1,038,142  \n 1,796,617 \n\n  \n    \n   \n\nOperating lease liabilities – non current \n 30,680  \n 71,383 \n\nTotal liabilities \n 1,068,822  \n 1,868,000 \n\n  \n    \n   \n\nTemporary equity: \n    \n   \n\nRedeemable Series B preferred stock, $0.0001 par value, 30,000,000 shares authorized, 6,013,500 and 6,013,500 issued and outstanding as of March 31, 2026 and March 31, 2025, respectively \n 812,851  \n \n—\n \n\nStockholders’ equity: \n    \n   \n\nSeries B preferred stock, $0.0001 par value, total 10,000,000 shares authorized, 6,013,500 and 6,013,500 issued and outstanding, classified as temporary equity and equity, as of March 31, 2026 and March 31, 2025, respectively \n \n—\n  \n 601 \n\nSeries C preferred stock, $0.0001 par value, total 10,000,000 shares authorized, nil and 531,886 issued and outstanding as of March 31, 2026 and March 31, 2025, respectively \n \n—\n  \n 53 \n\nCommon stock, $0.0001 par value, 700,000,000 shares authorized, 8,636,186 and 8,577,583 shares issued and outstanding as of March 31, 2026 and March 31, 2025, respectively \n 3,572  \n 3,519 \n\nTreasury stock, 139 and 139 shares at cost \n (60,395) \n (60,395)\n\nAdditional paid-in capital \n 11,688,381  \n 12,500,631 \n\nRetained earnings (accumulated deficit) \n 3,930,210  \n (3,603,111)\n\nTotal stockholders’ equity \n 15,561,768  \n 8,841,298 \n\n  \n    \n   \n\nTotal liabilities, temporary equity and shareholders’ equity \n$17,443,441  \n$10,709,298 \n\n \n\n*Retrospectively applied for effect of the 2025\nReverse Stock Split on September 19, 2025.\n\nSee accompanying notes\nto consolidated financial statements.\n\n \n\nF-3\n\n \n\n \n\n**QDM INTERNATIONAL INC.** \n\n**CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE\nINCOME\nFOR THE YEARS ENDED MARCH 31, 2026 AND 2025**\n\n \n\n  \nFor the Years Ended\nMarch 31, \n\n  \n2026  \n2025 \n\nRevenue \n$21,475,746  \n$8,381,274 \n\nCost of sales \n 9,964,867  \n 1,064,039 \n\nGross profit \n 11,510,879  \n 7,317,235 \n\n  \n    \n   \n\nOperating expenses \n    \n   \n\nGeneral & administrative expenses \n$2,361,443  \n$1,411,945 \n\nTotal operating expenses \n 2,361,443  \n 1,411,945 \n\n  \n    \n   \n\nIncome from operations \n 9,149,436  \n 5,905,290 \n\n  \n    \n   \n\nOther income (expenses) \n    \n   \n\nFinance costs \n (6,105) \n (5,426)\n\nOther income, net \n 118,025  \n 9,849 \n\nTotal other income \n 111,920  \n 4,423 \n\n  \n    \n   \n\nIncome before income taxes \n 9,261,356  \n 5,909,713 \n\n  \n    \n   \n\nCurrent income tax expense \n 1,728,035  \n 1,086,375 \n\n  \n    \n   \n\nNet income \n$7,533,321  \n$4,823,338 \n\n  \n    \n   \n\nTotal comprehensive income \n$7,533,321  \n$4,823,338 \n\n  \n    \n   \n\nEarnings per share of common stock: \n    \n   \n\nBasic earnings per share \n$0.88  \n$0.56 \n\nDiluted earnings per share \n$0.88  \n$0.56 \n\n  \n    \n   \n\nWeighted average basic & diluted shares outstanding: \n    \n   \n\nBasic \n 8,608,245  \n 8,577,583 \n\nDiluted \n 8,608,245  \n 8,577,583 \n\n \n\n* Retrospectively applied for effect of the 2025\nReverse Stock Split on September 19, 2025.\n\nSee accompanying notes\nto consolidated financial statements.\n\n \n\nF-4\n\n \n\n \n\n**QDM INTERNATIONAL INC.**\n\n**CONSOLIDATED STATEMENTS OF STOCKHOLDERS’\nEQUITY (DEFICIT)\nFOR THE YEARS ENDED MARCH 31, 2026 AND 2025**\n\n \n\n  \nTemporary equity  \n  \n\n  \nSeries B\n\nPreferred Stock  \nSeries B\n\nPreferred Stock Amount  \nPreferred Stock  \nCommon Stock  \nTreasury\n\nStock  \nPreferred\n\nStock Amount  \nCommon\n\nStock Amount  \nTreasury\n\nAmount  \nAdditional\n\nPaid-in\n\nCapital  \nRetained\n\nEarnings (Accumulated\n\nDeficit)  \nTotal \n\nMarch 31, 2024 \n \n—\n  \n \n—\n  \n 545,386  \n 8,577,679  \n (139) \n$54  \n$3,519  \n (60,395) \n$11,901,231  \n$(8,426,449) \n$3,417,960 \n\nNet income \n —  \n \n—\n  \n —  \n —  \n —  \n \n—\n  \n \n—\n  \n \n—\n  \n \n—\n  \n 4,823,338  \n 4,823,338 \n\nIssuance of Series B preferred stock to settle amount due to a director \n —  \n \n—\n  \n 6,000,000  \n —  \n \n—\n  \n 600  \n \n—\n  \n \n—\n  \n 599,400  \n \n—\n  \n 600,000 \n\nMarch 31, 2025 \n \n—\n  \n \n—\n  \n 6,545,386  \n 8,577,679  \n (139) \n$654  \n$3,519  \n (60,395) \n$12,500,631  \n$(3,603,111) \n$8,841,298 \n\n  \n    \n    \n    \n    \n    \n    \n    \n    \n    \n    \n   \n\nMarch 31, 2025 \n \n—\n  \n \n—\n  \n 6,545,386  \n 8,577,679  \n (139) \n$654  \n$3,519  \n (60,395) \n$12,500,631  \n$(3,603,111) \n$8,841,298 \n\nNet income \n —  \n \n—\n  \n —  \n —  \n —  \n \n—\n  \n \n—\n  \n \n—\n  \n \n—\n  \n 7,533,321  \n 7,533,321 \n\nConversion of Series C Preferred Stock into Common Stock \n —  \n \n—\n  \n (531,886) \n 58,507  \n —  \n (53) \n 53  \n \n—\n  \n \n—\n  \n \n—\n  \n \n—\n \n\nReclassification of Series B Preferred Stock to Temporary Equity \n 6,013,500  \n 812,851  \n (6,013,500) \n —  \n —  \n (601) \n \n—\n  \n \n—\n  \n (812,250) \n \n—\n  \n (812,851)\n\nMarch 31, 2026 \n 6,013,500  \n 812,851  \n —  \n 8,636,186  \n (139) \n$\n—\n  \n$3,572  \n (60,395) \n$11,688,381  \n$3,930,210  \n$15,561,768 \n\n  \n\n* Retrospectively applied for effect of the 2025\nReverse Stock Split on September 19, 2025.\n\nSee accompanying notes\nto consolidated financial statements.\n\n \n\nF-5\n\n \n\n \n\n**QDM INTERNATIONAL INC.\nCONSOLIDATED STATEMENTS OF CASH FLOWS\nFOR THE YEARS ENDED MARCH 31, 2026 AND 2025**\n\n** **\n\n  \nMarch 31,\n2026  \nMarch 31,\n2025 \n\nCash flows from operating activities: \n   \n  \n\nNet income \n$7,533,321  \n$4,823,338 \n\nAdjustments to reconcile net income to net cash used in operating activities: \n    \n   \n\nDepreciation \n 32,131  \n 42,297 \n\nNon-cash lease expenses \n 112,659  \n (10,479)\n\nChanges in working capital: \n    \n   \n\nAccounts receivable \n (1,194,897) \n (1,518,605)\n\nPrepaid expenses and deposit \n (3,912,751) \n (41,365)\n\nLong-term prepaid expenses and deposit \n \n—\n  \n (26,733)\n\nAccounts payable & accrued liabilities \n (203,850) \n (280,706)\n\nIncome tax payable \n (480,203) \n 1,086,375 \n\nOperating lease liabilities \n (115,125) \n (12,777)\n\nNet cash provided by operating activities \n 1,771,285  \n 4,082,303 \n\n  \n    \n   \n\nCash flows from investing activities: \n    \n   \n\nNet cash used in investing activities \n \n—\n  \n \n—\n \n\n  \n    \n   \n\nCash flows from financing activities: \n    \n   \n\nNet repayment to related parties \n \n—\n  \n (1,283,221)\n\nProceeds from Issuance of Series B preferred stock \n \n—\n  \n 600,000 \n\nNet cash used in financing activities \n \n—\n  \n (683,221)\n\n  \n    \n   \n\nNET INCREASE IN CASH \n 1,771,285  \n 3,399,082 \n\nCASH, BEGINNING OF PERIOD \n$8,557,305  \n$5,158,223 \n\nCASH, END OF PERIOD \n 10,328,590  \n 8,557,305 \n\n  \n    \n   \n\nSUPPLEMENTAL DISCLOSURES: \n    \n   \n\nROU obtained in exchange for new operating lease \n \n—\n  \n 101,843 \n\nIssuance of Series B preferred stock to offset due to related party balance \n \n—\n  \n 600,000 \n\nReclassification of Series B Preferred Stock to temporary equity \n 812,851  \n \n—\n \n\nCash paid for interest \n$\n—\n  \n$\n—\n \n\nCash paid for income taxes \n$(2,208,238) \n$\n—\n \n\n \n\nSee accompanying notes to consolidated financial\nstatements.\n\n \n\nF-6\n\n \n\n \n\n**QDM International Inc.**\n\n**Notes to Consolidated Financial Statements**\n\n** **\n\n**1. Organization and principal activities**\n\n \n\nQDM International Inc. (“QDM,” and\ncollectively with its subsidiaries, the “Company”) was incorporated in Florida in March 2020 and is the successor to 24/7\nKid Doc, Inc. (“24/7 Kid”), which was incorporated in Florida in November 1998. The Company conducts its business through\nan indirectly wholly owned subsidiary, YeeTah Insurance Consultant Limited, which changed its name to Hong Kong YeeTah Insurance Broker\nLimited (“YeeTah”) in December 2022, a licensed insurance brokerage company located in Hong Kong, China. YeeTah sells a wide\nrange of insurance products, consisting of two major categories: (1) life and medical insurance, such as individual life insurance; and\n(2) general insurance, such as automobile insurance, commercial property insurance, liability insurance, homeowner insurance. In addition,\nas a Mandatory Provident Fund (“MPF”) intermediary, YeeTah also assists its customers with their investment through the MPF\nand the Occupational Retirement Schemes Ordinance (“ORSO”) in Hong Kong, both of which are retirement protection schemes\nset up for employees.\n\n \n\nIn 2022, 24/7 Kid was\nadministratively dissolved with the State of Florida.\n\n \n\nIn March 2023, the Company\nconsummated a public offering of its common stock, par value $0.0001 per share (the “2023 Offering”), in which the Company\nissued and sold an aggregate of 289,104,000 shares of its common stock at a price of $0.0081 per share to certain investors, generating\ngross proceeds to the Company of $2,339,937.\n\n \n\nOn March 28, 2024, the\nCompany filed an Articles of Amendment to Articles of Incorporation of the Company (the “Amendment”) with the Florida Department\nof State to (i) increase its authorized shares of common stock, par value $0.0001 per share, from 200,000,000 shares to 700,000,000 shares\nand its authorized shares of preferred stock, par value $0.0001 per share, from 5,000,000 shares to 30,000,000 shares; and (ii) effect\na forward split of its issued and outstanding shares of common stock at a ratio of 10-for-1 (the “2024 Forward Stock Split”),\nwhich became effective as of April 5, 2024. The foregoing amendments were approved by the Company’s board of directors (the “Board”)\nand shareholders holding approximately 60.9% of the voting power of the Company.\n\n \n\nAs a result of the 2024\nForward Stock Split, each issued and outstanding share of the Company’s common stock prior to the effective time of the 2024 Forward\nStock Split were split into ten shares of common stock and the total number of issued and outstanding shares of common stock increased\nfrom 29,156,393 shares to 291,563,930 shares. The 2024 Forward Stock Split has no impact on the Company’s issued and outstanding\nshares of preferred stock other than that the conversion rate and voting rights of our Series C Convertible Preferred Stock were proportionately\nadjusted. On April 4, 2024, the 2024 Forward Stock Split was approved and announced by the Financial Industry Regulatory Authority with\nan effective date on April 5, 2024.\n\n \n\nOn September 16, 2025,\nthe Company filed an Articles of Amendment to Articles of Incorporation of the Company with the Florida Division of Corporation to effect\na reverse split of the Company’s issued and outstanding shares of common stock at a ratio of 1-for-34 (the “2025\nReverse Stock Split”), which was announced by FINRA having an effective date on September 19, 2025. The foregoing amendments\nwere approved by the Company’s board of directors and shareholders holding approximately 99.2% of the voting power of the Company.\n\n \n\nAs a result of the 2025\nReverse Stock Split, each 34 shares of the common stock issued and outstanding prior to the split were combined into one share\nof the common stock issued and outstanding after the 2025 Reverse Stock Split and the total number of issued and outstanding shares of\ncommon stock decreased from 291,563,930 shares to approximately 8,577,679 shares (with fractional shares rounded up).\nThe 2025 Reverse Stock Split had no impact on the Company’s issued and outstanding shares of preferred stock other than that the\nconversion rate and voting rights of the Company’s Series C Preferred Stock were proportionately adjusted.\n\n \n\nOn September 22, 2025,\nMr. Huihe Zheng, the Company’s CEO, President and Chairman, converted 531,886 shares of Series C convertible preferred\nstock (the “Series C Preferred Stock”) into 58,507 shares of common stock, at an adjusted conversion rate of 0.11 for\n1. After the conversion, there were 8,636,186 shares of common stock issued and outstanding and no shares of Series\nC Preferred Stock issued and outstanding.\n\n \n\nF-7\n\n \n\n \n\n**2. Summary of significant accounting policies**\n\n \n\n**Basis of Presentation**\n\n \n\nThe Company’s consolidated financial statements\nhave been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).\n\n \n\n**Use of Estimates**\n\n \n\nThe preparation of the Company’s consolidated\nfinancial statements in conformity with the U.S. GAAP requires the Company to make certain estimates and assumptions that affect the reported\namounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The reported\namounts of revenues and expenses may be affected by the estimates that management is required to make. Actual results could differ from\nthose estimates.\n\n \n\nChanges in facts and circumstances may cause the\nCompany to revise its estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed\nto be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. The following\nare areas requiring significant judgements and estimates as of March 31, 2026 and March 31, 2025: allowance for credit loss,\nimpairment of the prepaid expenses and deposits, etc.\n\n \n\n**Foreign Currency and Foreign Currency Translation**\n\n \n\nThe Company’s reporting currency is the\nUnited States Dollar (“US$” or “$”). The Company’s operations are principally conducted in Hong Kong where\nHong Kong dollar is the functional currency.\n\n \n\nTransactions denominated in other than the functional\ncurrencies are re-measured into the functional currency of the entity at the exchange rates prevailing on the transaction dates. Monetary\nassets and liabilities denominated in currencies other than the applicable functional currencies are translated into the functional currency\nat the prevailing rates of exchange at the balance sheet date. The resulting exchange differences are reported in the statements of operations\nand comprehensive income.\n\n \n\nThe exchanges rates used for translation from\nHong Kong dollar to US$ was 7.8000, a pegged rate determined by the linked exchange rate system in Hong Kong. This pegged rate was used\nto translate Company’s balance sheets, income statement items and cash flow items for both the years ended March 31, 2026 and 2025.\n\n  \n\n**Measurement of credit losses on financial instruments**\n\n** **\n\nThe Company adopted ASU 2016-13, “Financial\nInstruments — Credit Losses (Topic 326) — Measurement of Credit Losses on Financial Instruments,” for financial assets\nat amortized cost including accounts receivable, refundable deposits. This guidance replaced the “incurred loss” impairment\nmethodology with an approach based on “expected losses” to estimate credit losses on certain types of financial instruments\nand requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance\nrequires financial assets to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account\nthat is deducted from the cost of the financial asset to present the net carrying value at the amount expected to be collected on the\nfinancial asset.\n\n \n\n**Certain Risks and Concentration**\n\n \n\nThe Company’s financial instruments that\npotentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and receivables,\nand other assets. As of March 31, 2026, substantially all of the Company’s cash and cash equivalents were held in major financial\ninstitutions located in Hong Kong, which management considers to being of high credit quality.\n\n \n\nDuring the year ended March 31, 2026, the three\nlargest customers accounted for 31.3%, 26.1% and 11.6% of the Company’s total revenue respectively. During the year ended March\n31, 2025, the two largest customers accounted for 68.1% and 12.4% of the Company’s total revenue respectively.\n\n \n\nDuring the year ended March 31, 2026, the three\nlargest suppliers (sub-brokers) accounted for 21.3%, 20.0% and 15.6% of the Company’s total costs of sale respectively. During the\nyear ended March 31, 2025, the three largest suppliers (sub-brokers) accounted for 70.3%, 7.9% and 5.5% of the Company’s total costs\nof sale respectively.\n\n \n\nF-8\n\n \n\n \n\n**Cash and Cash Equivalents**\n\n \n\nCash and cash equivalents consist of petty cash\non hand and cash held in banks, which are highly liquid and have original maturities of three months or less and are unrestricted as to\nwithdrawal or use. The Company maintains all bank accounts in Hong Kong. Cash balances in bank accounts in Hong Kong are protected under\nDeposit Protection Scheme in accordance with the Deposit Protection Scheme Ordinance. The maximum protection is up to HKD800,000 per depositor\nper Scheme member, including both principal and interest.\n\n \n\n**Accounts Receivable**\n\n \n\nAccounts receivable represents trade receivable\nand are recognized initially at fair value and subsequently adjusted for any allowance for expected credit loss.\n\n \n\nThe Company evaluates the expected credit loss\nof accounts receivable based on historical collection experience, the financial condition of its customers and assumptions for the future\nmovement of different economic drivers and how these drivers will affect each other. The Company writes off potentially uncollectible\naccounts receivable against the allowance for credit losses if it is determined that the amounts will not be collected or if a settlement\nwith respect to a disputed receivable is reached for an amount that is less than the carrying value.\n\n \n\nThe Company historically did not have material\nbad debts in accounts receivable and management believed that there was no expected credit loss for doubtful accounts. There was no provision\nfor credit loss for doubtful accounts for the years ended March 31, 2026 and 2025 and there was no allowance for credit loss as of March\n31, 2026 and 2025.\n\n \n\n**Revenue Recognition**\n\n \n\nThe Company generates revenue primarily through\ninsurance brokerage services and referral business in Hong Kong. The Company sells insurance products underwritten by insurance companies\noperating in Hong Kong to its individual customers and is compensated for its services by commissions paid by insurance companies, typically\nbased on a percentage of the premium paid by the insured. In addition, the Company has entered into a collaborative partnership with a\ntrust company in Hong Kong. Under this arrangement, the Company referred clients to the trust company for investment products and, in\nreturn, earned commissions based on a percentage of the value of the investment products purchased by the referred clients as revenue.\n\n \n\nASC 606 provides for a five-step model for recognizing\nrevenue from contracts with customers. These five steps include:\n\n  \n\n \n(i)\nIdentify the contract\n\n \n \n \n\n \n(ii)\nIdentify performance obligations\n\n \n \n \n\n \n(iii)\nDetermine transaction price\n\n \n \n \n\n \n(iv)\nAllocate transaction price\n\n \n \n \n\n \n(v)\nRecognize revenue\n\n  \n\nThe Company enters into insurance brokerage contracts\nwith customers (insurance companies). Performance obligation for these insurance brokerage contracts is to help insurance company customers\nto promote, coordinate and complete subscriptions of insurance policies offered by customers.\n\n \n\n*Insurance brokerage services*\n\n \n\nUnder ASC 606, revenue is recognized when the customer obtains control\nof a good or service. A customer obtains control of a good or service if it has the ability to direct the use of and obtain substantially\nall of the remaining benefits from that good or service. The transfer of control of the Company’s brokerage services generally occurs\nat a point in time on the effective date of the associated insurance contract when the policy transfers to the customer. The insurance\npolicy entered between the insurance company and the insured customer generally contains a mandatory cooling-off period of 21 days, during\nwhich policy purchasers may cancel the policy at their discretion and receive refunds. The policy becomes effective only after the cooling-off\nperiod has lapsed and the insured customer has not withdrawn from the insurance policy. At this point, the transfer of control of the\nservice occurs, and the Company has satisfied its insurance brokerage performance obligation. The Company then earns commissions, typically\nbased on a percentage of the premium paid by the insured, and recognizes the related revenue.\n\n \n\nF-9\n\n \n\n \n\n*Referral Business*\n\n \n\nUnder ASC 606, revenue is recognized when the\ncustomer obtains control of a good or service. A customer obtains control of a good or service if it has the ability to direct the use\nof and obtain substantially all of the remaining benefits from that good or service. The Company generates revenue from referral services\nprovided in connection with investment and insurance products. For investment product referral services, the transfer of control occurs\nat a point in time when the trust company confirms the referred client’s purchase of the investment product and the receipt of the\ncorresponding funds. For insurance product referral services, the transfer of control occurs at a point in time upon the expiration of\nthe 21-day insurance policy cool-off period. Once the transfer of control of the referral services occurs, the Company has satisfied its\nperformance obligation and recognizes revenue. In connection with its referral services, the company acts as an agent and, accordingly,\nrecognizes revenue on a net basis.\n\n \n\nA summary of the Company’s gross revenues\ndisaggregated by major service lines for the years ended March 31, 2026 and 2025, respectively, are as follows:\n\n \n\n  \nFiscal Year Ended\nMarch 31, 2026  \nFiscal Year Ended\nMarch 31, 2025 \n\nService Type \nRevenue\n(US$)  \nPercentage\nof\nRevenue  \nRevenue\n(US$)  \nPercentage\nof\nRevenue \n\nInsurance brokerage services \n 19,903,300  \n 92.7% \n 7,128,301  \n 85.1%\n\nReferral business \n 1,572,446  \n 7.3% \n 1,252,973  \n 14.9%\n\nTotal Revenue \n 21,475,746  \n 100.0% \n 8,381,274  \n 100.0%\n\n  \n\n**Fair Value Measurement**\n\n \n\nFair value is the price that would be received\nfrom selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When\ndetermining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers\nthe principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when\npricing the asset or liability.\n\n \n\nThe established fair value hierarchy requires\nan entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial\ninstrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair\nvalue measurement. The three levels of inputs that may be used to measure fair value as follows:\n\n \n\n \nLevel 1:\nQuoted prices (unadjusted) in active markets for identical assets or liabilities.\n\n \n \n \n\n \nLevel 2:\nObservable, market-based inputs, other than quoted prices, in active markets for identical assets or liabilities.\n\n \n \n \n\n \nLevel 3:\nUnobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.\n\n \n\nThe Company’s financial instruments include\ncash and cash equivalents, accounts receivable, deposits, accounts payable and accrued liabilities and lease liabilities. The carrying\namounts of these financial instruments approximate their fair values due to the short-term nature of these instruments. For lease\nliabilities, fair value approximates their carrying value at the period end as the interest rates used to discount the host contracts\napproximate market rates.\n\n \n\nThe Company noted no transfers between levels\nduring any of the periods presented. The Company did not have any instruments that were measured at fair value on a recurring nor non-recurring\nbasis as of March 31, 2026 and March 31, 2025.\n\n \n\nF-10\n\n \n\n \n\n**Property and Equipment**\n\n \n\nProperty and equipment are recorded at cost, less\naccumulated depreciation and impairment. Depreciation of property and equipment is calculated on a straight-line basis, after consideration\nof expected useful lives and estimated residual values. The estimated annual deprecation rate of these assets are generally as follows:\n\n  \n\n**Category**   **Depreciation\nrate**   **Estimated\nresidual\nvalue**\n\nOffice equipment   3 years   Nil\n\nLeasehold improvements   Shorter of lease\nterm or 3 years   Nil\n\n  \n\nExpenditures for maintenance and repairs are expensed\nas incurred. Gains and losses on disposals are the differences between net sales proceeds and carrying amount of the relevant assets and\nare recognized in the statements of operations and comprehensive income.\n\n \n\n**Impairment of Long-Lived Assets**\n\n \n\nThe Company evaluates its long-lived assets for\nimpairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability\nis measured by comparison of the carrying amounts to the expected future undiscounted cash flows attributable to these assets. If it is\ndetermined that an asset is not recoverable, an impairment loss is recorded in the amount by which the carrying amount of the assets exceeds\nthe expected discounted cash flows arising from those assets.\n\n \n\nThere were no impairment losses for\nthe years ended March 31, 2026 and 2025.\n\n \n\n**Leases**\n\n \n\nArrangements meeting the definition of a lease\nare classified as operating or finance leases, and are recorded on the consolidated balance sheet as both a right of use asset and lease\nliability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s\nincremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset\nis amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset\nresult in straight-line rent expense over the lease term.\n\n \n\nIn calculating the right of use asset and lease\nliability, the Company elects to combine lease and non-lease components as permitted under ASC 842. The Company excludes short-term leases\nhaving initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line\nbasis over the lease term.\n\n \n\n**Taxation**\n\n \n\nCurrent income taxes are provided on the basis\nof net profit for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income\ntax purposes, in accordance with the regulations of the relevant tax jurisdictions.\n\n \n\nF-11\n\n \n\n \n\nDeferred income taxes are recognized for temporary\ndifferences between the tax bases of assets and liabilities and their reported amounts in the financial statements, net operating loss\ncarryforwards and credits. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely\nthan not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided in accordance with\nthe laws of the relevant taxing authorities. Deferred tax assets and liabilities are measured using enacted rates expected to apply to\ntaxable income in which temporary differences are expected to be reversed or settled. The effect on deferred tax assets and liabilities\nof changes in tax rates is recognized in the statement of operations and comprehensive income in the period of the enactment of the change.\n\n \n\nThe Company considers positive and negative evidence\nwhen determining whether a portion or all of its deferred tax assets will more likely than not be realized. This assessment considers,\namong other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration\nof statutory carry-forward periods, its experience with tax attributes expiring unused, and its tax planning strategies. The ultimate\nrealization of deferred tax assets is dependent upon its ability to generate sufficient future taxable income within the carry-forward\nperiods provided for in the tax law and during the periods in which the temporary differences become deductible. When assessing the realization\nof deferred tax assets, the Company has considered possible sources of taxable income including (i) future reversals of existing\ntaxable temporary differences, (ii) future taxable income exclusive of reversing temporary differences and carry-forwards, (iii) future\ntaxable income arising from implementing tax planning strategies, and (iv) specific known trend of profits expected to be reflected\nwithin the industry.\n\n \n\nThe Company recognizes a tax benefit associated\nwith an uncertain tax position when, in its judgment, it is more likely than not that the position will be sustained upon examination\nby a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, the Company initially and subsequently\nmeasures the tax benefit as the largest amount that the Company judges to have a greater than 50% likelihood of being realized upon ultimate\nsettlement with a taxing authority. The Company’s liability associated with unrecognized tax benefits is adjusted periodically due\nto changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation. Such adjustments\nare recognized entirely in the period in which they are identified. The Company’s effective tax rate includes the net impact of\nchanges in the liability for unrecognized tax benefits and subsequent adjustments as considered appropriate by management. The Company\nclassifies interest and penalties recognized on the liability for unrecognized tax benefits as income tax expense.\n\n \n\n**General and administrative expenses**\n\n \n\nGeneral and administrative expenses generally\nconsist primarily of employee salaries, bonus to employees, office rent, insurance costs, general office operating expenses (e.g., utilities,\nrepairs and maintenance) and professional fees in engaging various service providers.\n\n \n\nF-12\n\n \n\n \n\n**Related party transactions**\n\n \n\nIn general, related parties exist when there is\na relationship that offers the potential for transactions at less than arm’s-length, favorable treatment, or the ability to influence\nthe outcome of events different from that which might result in the absence of that relationship. A related party may be any of the following:\na) an affiliate, which is a party that directly or indirectly controls, is controlled by, or is under common control with another party;\nb) a principle owner, owner of record or known beneficial owner of more than 10% of the voting interest of an entity; c) management, which\nare persons having responsibility for achieving objectives of the entity and requisite authority to make decision; d) immediate family\nof management or principal owners; e) a parent company and its subsidiaries; and f) other parties that have ability to significant influence\nthe management or operating policies of the entity. \n\n \n\n**Temporary Equity**\n\n \n\nThe Company accounts for its preferred stock subject\nto possible redemption in accordance with the guidance in ASC 480 “Distinguishing Liability from Equity”. Preferred stock\nsubject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable\npreferred stock (including common stock that features redemption rights that are either within the control of the holder or subject to\nredemption upon the occurrence of uncertain events not solely within the Company’ control) is classified as temporary equity.\n\n \n\nThe redeemable shares are initially recorded at\ntheir fair value at date of issuance. Subsequent measurement of the redeemable shares is evaluated in accordance with ASC 480-10-S99. Because\nthe redemption feature is contingent upon the occurrence of a future event that is not currently probable of occurring, the Company has\nnot adjusted the carrying amount of the redeemable shares to the redemption amount.\n\n \n\nIn addition, the contractual redemption amount\nof $6,031.5 is less than the initial carrying amount of $812,851 of the redeemable shares. Accordingly, no accretion to redemption value\nhas been recognized, and the carrying amount of the redeemable shares has not been adjusted subsequent to initial recognition. The redeemable\nshares continue to be presented in temporary equity at their initial carrying amount.\n\n \n\n**Earnings per share**\n\n \n\nBasic earnings per share is computed by dividing\nnet income attributable to holders of common stock by the weighted average number of shares of common stock outstanding during the period\nusing the two-class method. Under the two-class method, net income is allocated between shares of common stock and other participating\nsecurities based on their participating rights. Net loss is not allocated to other participating securities if based on their contractual\nterms they are not obligated to share in the losses. The Company’s Series B (non-convertible) and Series C (convertible) preferred\nshares do not carry dividend or participation rights. Consequently, they are not considered participating securities, they have been excluded\nfrom the computation of basic and diluted EPS. Furthermore, as the redemption value of the Series B Preferred Stock is less than its current\ncarrying amount, no accretion was recognized that would reduce the net income available to ordinary shareholders. Therefore, The Company\ncomputes earnings per share in accordance with ASC 260, *Earnings Per Share*. Basic earnings per share is calculated by dividing\nnet income (loss) attributable to common shareholders by the weighted average number of common shares outstanding during the period.\n\n \n\nDiluted earnings per share is calculated by dividing\nnet income attributable to holders of common stock by the weighted average number of common and dilutive common equivalent shares outstanding\nduring the period. Common equivalent shares are not included in the denominator of the diluted loss per share calculation when inclusion\nof such shares would be anti-dilutive. \n\n \n\n**Segment Reporting**\n\n** **\n\nFASB 280, “Segment Reporting,” establishes\nstandards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure\nas well as information of the Company’s business segments, geographical areas, and major customers. The Company uses the “management\napproach” in determining reportable operating segments. The management approach considers the internal organization and reporting\nused by the Company’s chief operating decision maker as the source for determining the Company’s reportable segments.\n\n \n\nF-13\n\n \n\n \n\n**Recently Issued Accounting Standards**\n\n \n\nIn December 2023, the FASB issued ASU 2023-09,\nIncome Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information\nwithin the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective\nfor fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s adopted ASU 2023-09 during the fiscal\nyear ended March 31, 2026 and the adoption does not have a material impact on its financial statements and disclosures.\n\n \n\nIn November 2024, FASB issued ASU 2024-03 Income\nStatement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement\nExpenses (“ASU 2024-03”). Under ASU 2024-03, a public entity would be required to disclose information about purchases of\ninventory, employee compensation, depreciation, intangible asset amortization, and depletion for each income statement line item that\ncontains those expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting\nperiods beginning after December 15, 2027. ASU 2024-03 allows for early adoption and requires either prospective adoption to financial\nstatements issued for reporting periods after the effective date of ASU 2024-03 or retrospectively to any or all prior periods presented\nin the financial statements. The Company’s management does not believe the adoption of ASU 2024-03 will have a material impact on\nits financial statements and disclosures.\n\n \n\nIn May 2025, the FASB issued ASU 2025-03, “Business\nCombinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest\nEntity,” which requires an entity involved in an acquisition transaction effected primarily by exchanging equity interests when\nthe legal acquiree is a VIE that meets the definition of a business to consider specific factors to determine the accounting acquirer\nand removes the requirement that the primary beneficiary always is the acquirer for certain transactions. Under the amendments, acquisition\ntransactions in which the legal acquiree is a VIE will, in more instances, result in the same accounting outcomes as economically similar\ntransactions in which the legal acquiree is a voting interest entity. The amendments do not change the accounting for a transaction determined\nto be a reverse acquisition or a transaction in which the legal acquirer is not a business and is determined to be the accounting acquiree.\nThe new guidance is required to be applied prospectively to any acquisition transaction that occurs after the initial application date.\nEarly adoption is permitted. The Company is evaluating the impact of the adoption of this guidance.\n\n \n\nIn September 2025, the Financial Accounting Standards\nBoard (FASB) issued Accounting Standards Update (ASU) 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers\n(Topic 606): Scope Refinements. This update clarifies the application of derivative accounting to certain contracts and refines the guidance\nfor share-based noncash consideration received from customers. Specifically, ASU 2025-07 introduces a scope exception for contracts that\nare not exchange-traded and whose underlying is tied to operations or activities specific to one party. It also clarifies that share-based\nnoncash consideration from a customer should initially be accounted for under Topic 606 until the right to receive or retain such consideration\nbecomes unconditional, at which point financial instruments guidance may apply. Early adoption is permitted. The Company is currently\nevaluating the impact of ASU 2025-07 on its consolidated financial statements and related disclosures.\n\n \n\nManagement does not believe that any recently\nissued, but not effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial\nstatements.\n\n \n\n**3. Equity**\n\n** **\n\nThe Company’s authorized capital stock consists\nof 700,000,000 shares of common stock, par value $0.0001 per share, and 30,000,000 shares of preferred stock,\npar value $0.0001 per share. As of March 31, 2026, there were 8,636,186 shares of common stock, 6,013,500 shares\nof Series B Preferred Stock and no shares of Series C Preferred Stock issued and outstanding.\n\n** **\n\n**Series B Preferred Stock**\n\n \n\nOn October 4, 2024, the Company filed an Articles\nof Amendment to Articles of Incorporation of the Company with the Florida Division of Corporation to increase the Company’s authorized\nshares of Series B preferred stock, par value $0.0001 per share (the “Series B Shares”), from 2,000,000 shares\nto 10,000,000 shares, which became effective as of October 7, 2024. Each Series B Share has a voting right equal to 100 shares\nof common stock of the Company, and Series B Share is not convertible into common stock, is not entitled to any dividend, and does not\nhave redemption rights prior to the execution of the Shareholder Agreement with Mr. Zheng on October 1, 2025. Holders of Series B share\nhave the co-sale right and right of first refusal and will not be required to sell their shares of Series B Preferred Stock on the same\nterms or conditions of a sale by a majority stockholder. However, holders of Series B Shares do not have pre-emptive rights.\n\n \n\nOn October 9, 2024, the Company entered into a\nsecurities subscription agreement (the “Securities Subscription Agreement”) with Huihe Zheng, the Company’s Chief Executive\nOfficer, President, and Chairman of the Board. Pursuant to the Securities Subscription Agreement, the Company issued 6,000,000 Series\nB Shares to Mr. Zheng at a purchase price of $0.10 per share, in exchange for the cancellation by Mr. Zheng of a portion of the currently\noutstanding principal amount of the debt owed by the Company to Mr. Zheng, in the amount of US$600,000, which was loaned by Mr. Zheng\nto the Company providing for its working capital and general corporate expenses.\n\n \n\nOn October 1, 2025, Mr. Zheng entered into the\nShareholder Agreement with the Company, pursuant to which Mr. Zheng agreed not to sell, assign, or otherwise transfer, or enter into any\ncontract or arrangement to effect any such sale, assignment or transfer of any share of the Series B Preferred Stock held by Mr. Zheng.\nMr. Zheng has further agreed to waive any co-sales rights enjoyed by holders of Series B Preferred Stock pursuant to the Articles of Incorporation,\nas amended on October 4, 2024. Pursuant to the agreement, upon the occurrence of (i) any merger, consolidation, stock sale, asset sale,\nor other transaction or series of related transactions in which a person or group (other than Mr. Zheng) acquires, directly or indirectly,\nownership of more than 50% of the voting power of the Company or all or substantially all of the Company’s assets, or (ii)\nany transaction or series of related transactions that results in a change in the power to elect a majority of the Company’s board\nof directors, the Company shall repurchase all of the shares of Series B Preferred Stock held by Mr. Zheng for a purchase price of $0.001 per\nshare. Such redemption shall be effected at a per share price of $0.001 (the “repurchase price”), with the aggregate\nredemption value amounting to $6,013.50.\n\n \n\nF-14\n\n \n\n \n\nUpon execution of the Shareholder Agreement, because\nthe Series B preferred stock is contingently redeemable upon the occurrence of events that are not solely within the Company’s control,\nthe Company reclassified all 6,013,500 Series B preferred stock from preferred stock – permanent equity to temporary equity\nat its then-current carrying amount of $812,851. The reclassification and related activity are presented in the Statement of Changes in\nTemporary Equity and Stockholders’ Equity for the year ended March 31, 2026.\n\n \n\nPursuant to the Shareholder Agreement, upon the\noccurrence of a qualifying change in control event, the Company is required to repurchase the Series B preferred stock held by Mr. Zheng\nat the repurchase price. As of March 31, 2026, the aggregate redemption value based on shares outstanding would have been less than the\ncarrying amount of the redeemable Series B preferred stock; therefore, the Company recorded no accretion and continued to present the\nredeemable Series B preferred stock at its carrying amount of $812,851 as of March 31, 2026.\n\n \n\n**Series C Preferred Stock**\n\n \n\nThe holders of Series C Preferred Stock are entitled\nto receive any dividends or distributions paid in respect of the common stock on an as-converted basis. Except as provided in the Certificate\nof Designation or as otherwise required by law, holders of Series C Preferred Stock are entitled to vote, together with the holders of\ncommon stock, on an as-converted basis on all matters submitted to a vote of the holders of common stock. Each share of Series C Preferred\nStock is convertible into common stock at a conversion rate of 30-for-374 or approximately 0.11-for-1. The conversion rate is subject\nto proportionate adjustments for stock splits, reverse stock splits and similar events. However, holders of Series C Preferred Stock do\nnot have redemption rights.\n\n \n\nOn September 22, 2025, Mr. Huihe Zheng, the Company’s\nCEO and chairman, converted 531,886 shares of Series C Preferred Stock into 58,507 shares of common stock, at an adjusted\nconversion rate of 0.11 for 1. After the conversion, no shares of Series C Preferred Stock are issued and outstanding.\n\n \n\n**2024 Forward Stock Split**\n\n \n\nOn April 5, 2024, the\nCompany effected a forward split of its issued and outstanding shares of common stock at a ratio of 10-for-1. As a result of the 2024\nForward Stock Split, each issued and outstanding share of the Company’s common stock prior to the effective time of the Forward\nStock Split are split into ten shares of common stock and the total number of issued and outstanding shares of common stock increases\nfrom 29,156,393 shares to 291,563,930 shares. The 2024 Forward Stock Split has no impact on the Company’s\nissued and outstanding shares of preferred stock other than that the conversion rate and voting rights of its Series C Convertible Preferred\nStock will be proportionately adjusted.\n\n \n\n**2025 Reverse Stock Split**\n\n** **\n\nOn September 19, 2025, the Company effected a\nreverse split of its issued and outstanding shares of common stock at a ratio of 1-for-34. As a result of the 2025 Reverse Stock\nSplit, each 34 shares of the common stock issued and outstanding prior to the split were combined into one share of the common\nstock issued and outstanding after the 2025 Reverse Stock Split, the total number of issued and outstanding shares of common stock decreased\nfrom 291,563,930 to 8,577,679. The 2025 Reverse Stock Split had no impact on the Company’s issued and outstanding\nshares of preferred stock other than that the conversion rate and voting rights of our Series C Convertible Preferred Stock were proportionately\nadjusted. The 2025 Reverse Stock Split has been retrospectively applied to the financial statements for the fiscal year ended March 31,\n2025.\n\n \n\nYeeTah is a licensed\ninsurance broker company in Hong Kong and subject to certain Hong Kong insurance broker requirements regarding its share capital and net\nassets. As per the requirements, a licensed insurance broker company must at all times maintain a paid-up share capital of not less than\nUS$64,103 (HK$500,000) and net assets of not less than US$64,103 (HK$500,000). YeeTah was in compliance with the applicable minimum paid-up\nshare capital and net assets requirements as of March 31, 2026.\n\n \n\n**4. Prepaid Expenses\nand Deposits**\n\n \n\nPrepaid expenses and\ndeposits as of March 31, 2026 and 2025 consisted of the following:\n\n \n\n  \nMarch 31,\n2026  \nMarch 31,\n2025 \n\n  \nUS$  \nUS$ \n\nCurrent assets: \n   \n  \n\nPrepaid referral fees \n 4,021,019  \n 105,748 \n\nPrepaid professional fees \n 20,000  \n 20,000 \n\nOther prepaid expenses \n 16,500  \n 19,020 \n\nTotal prepaid expenses and deposits \n 4,057,519  \n 144,768 \n\n  \n    \n   \n\nNon-current assets: \n    \n   \n\nLease deposits \n 86,316  \n 86,316 \n\nTotal long-term prepaid expenses and deposits \n 86,316  \n 86,316 \n\n \n\nPrepaid expenses and\ndeposits consisted primarily of prepaid referral fees, professional fees and lease deposits. Prepaid referral fees represent amounts paid\nto third-party referral partners in advance of services to be rendered. Prepaid professional fees primarily consist of audit fees paid\nin advance for audit services. Lease deposits represent refundable deposits under office lease and utility service agreements, of which\nthe non-current portion is expected to be recovered after more than one year.\n\n \n\nAs of March 31, 2026 and March 31, 2025, outstanding prepaid referral\nfees balances were approximately HK$31.2 million (US$4.0 million) and HK$0.77 million (US$0.1 million), respectively. The Company determined\nthat these outstanding balances were not impaired as of March 31, 2026 and March 31, 2025, respectively, given such prepayments will be\noffset against future referral fees.\n\n \n\nF-15\n\n \n\n \n\n**5. Related Party Transaction**\n\n \n\n**Related Parties**\n\n  \n\n**Name of related parties**    **Relationship with the Company**\n\nHuihe Zheng   Principal shareholder, Chief Executive Officer and Chairman of the Company\n\n \n\n**Related Party Transactions**\n\n  \n\nWe had the following related party transactions for the fiscal years\nended March 31, 2026 and 2025:\n\n \n\n  (i) During the year ended March 31, 2026, no advances were made by Huihe Zheng to the Company. During the year ended March 31, 2025, Huihe Zheng advanced $129,056 to the Company to support its operations.\n\n     \n\n  (ii) During the year ended March 31, 2026, the Company paid $700,000 to Huihe Zheng in connection with a one-time special bonus in recognition of his past performance and contributions to the Company. During the year ended March 31, 2025, no payment was made by the Company to Huihe Zheng.\n\n     \n\n  (iii) During the year ended March 31, 2026, no repayment was made by the Company to Huihe Zheng. During the year ended March 31, 2025, the Company repaid $812,277 to Huihe Zheng.\n\n     \n\n  (iv) On October 9, 2024, the Company issued 6,000,000 Series B Shares to Huihe Zheng at a purchase price of $0.10 per share, in exchange for the cancellation by Mr. Zheng of a portion of the currently outstanding principal amount of the debt owed by the Company to Mr. Zheng, in the amount of US$600,000, which was loaned by Mr. Zheng to the Company providing for its working capital and general corporate expenses.\n\n  \n\n**Related Party Balance**\n\n \n\nAs of March 31, 2026 and March 31, 2025, the Company\ndid not have any amounts due from or due to related party.\n\n \n\n**6. Income Taxes**\n\n \n\n**Hong Kong**\n\n \n\nUnder the current Hong Kong Inland Revenue Ordinance,\nthe Company’s Hong Kong subsidiaries are subject to a 16.5% income tax on their taxable income generated from operations in Hong\nKong. On December 29, 2017, Hong Kong government announced a two-tiered profit tax rate regime. Under the two-tiered tax rate regime,\nthe first HK$2.0 million assessable profits will be subject to a lower tax rate of 8.25% and the excessive taxable income will continue\nto be taxed at the existing 16.5% tax rate. The two-tiered tax regime becomes effective from the assessment year of 2018/2019, which was\non or after April 1, 2018. The application of the two-tiered rates is restricted to only one nominated enterprise among connected entities.\n\n \n\n**BVI**\n\n \n\nUnder the current laws of the BVI, the Company\nis not subject to tax on income or capital gain. Additionally, upon payments of dividends to the shareholders, no BVI withholding tax\nwill be imposed.\n\n \n\n**US**\n\n \n\nUnder the current Florida state and US federal\nincome tax, the Company does not need to pay income taxes as Florida state does not levy income tax. The federal income tax is based on\na flat rate of 21% for the calendar year of 2026 (2025: 21%).\n\n \n\nDuring the year ended March 31, 2026, the Company\nadopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures on a prospective basis for the first annual period\nbeginning after December 15, 2024. Adoption did not affect the recognized amounts of income tax expense or related tax balances;\nit expanded the income tax disclosures presented below. Prior comparative periods are not restated (prospective application).\n\n \n\n**Components of income (loss) before income\ntaxes**\n\n** **\n\nThe following table presents the components of\nincome (loss) before income taxes by geographic region for the year ended March 31, 2026, in accordance with the updated requirements\nof ASU 2023-09: \n\n \n\n  \nMarch 31,\n2026 \n\n  \nUS$ \n\nUnited States \n (757,815)\n\nForeign (Hong Kong) \n 10,019,171 \n\nTotal income before income taxes \n 9,261,356 \n\n  \n\nF-16\n\n \n\n \n\nThe following tables present the provision for benefit from income\ntaxes for the year ended March 31, 2026, in accordance with the updated requirements of ASU 2023-09: \n\n \n\n  \nMarch 31,\n\n2026 \n\nCurrent income taxes: \nUS$ \n\nU.S. Federal \n \n—\n \n\nU.S. State & local (net) \n \n—\n \n\nForeign (Hong Kong) \n 1,728,035 \n\nTotal current \n 1,728,035 \n\n  \n   \n\nDeferred income taxes: \n   \n\nU.S. Federal \n \n—\n \n\nU.S. State & local (net) \n \n—\n \n\nForeign (Hong Kong) \n \n—\n \n\nTotal deferred \n \n—\n \n\n  \n   \n\nIncome tax expenses \n 1,728,035 \n\n \n\n**Reconciliation of the differences between statutory tax rate\nand the effective tax rate**\n\n \n\nThe Company operates in serval tax jurisdictions.\nTherefore, its income is subject to various rates of taxation. The income tax expense differs from the amount that would have resulted\nfrom applying the US statutory income tax rates to the Company’s pre-tax income for the year ended March 31, 2025 as follows:\n\n  \n\n  \nMarch 31,\n2025 \n\n  \n **US$** \n\nIncome before income tax expenses \n 6,692,553 \n\nUS federal statutory income tax rate \n 21%\n\nIncome tax calculated at statutory rate \n 1,405,436 \n\nDecrease in income tax expense resulting from: \n   \n\nRate differences in various jurisdictions \n (263,156)\n\nNon-deductible expenses \n 8,882 \n\nChange in valuation allowance of deferred income tax assets\n \n (43,633)\n\nAdditional tax reduction related to HK two-tiered profits tax regime \n (21,154)\n\nIncome tax expense \n 1,086,375 \n\n \n\nDuring the year ended March 31, 2026, the Company\nadopted ASU 2023-09. As a result of the adoption, the effective income tax rate for the year ended March 31, 2026 from the US statutory\nincome tax rates as follows:\n\n \n\n  \nFor the year ended\n\nMarch 31, 2026 \n\n  \nUS$  \n% \n\nUS Federal Statutory Tax Rate \n 2,104,026  \n 21.0%\n\n  \n    \n   \n\nState and local income taxes, net of federal income tax effect \n \n—\n  \n 0.0%\n\nForeign tax effects: \n    \n   \n\nHong Kong \n    \n   \n\nEffect of rates different than statutory \n (456,118) \n -26.1%\n\nNon-deductible items \n 115,500  \n 6.7%\n\nHong Kong two-tier tax regime benefit and exempt interest income \n (40,628) \n -2.4%\n\nChange in valuation allowance of deferred income tax assets\n \n 5,255  \n 9.2%\n\nTotal income tax expenses and effective tax rate \n 1,728,035  \n 18.7%\n\n \n\n**Income Taxes Paid**\n\n** **\n\nThe amount of cash paid for income taxes (net\nof refunds) for the fiscal year ended March 31, 2026 is as follows:\n\n \n\n \n \n**For the year ended March 31, 2026 **\n \n\n \n \n**US$**\n \n\nUnited States\n \n—\n \n\nForeign (Hong Kong)\n \n \n2,208,238\n \n\nTotal income taxes paid, net of refunds\n \n \n2,208,238\n \n\n \n\nF-17\n\n \n\n \n\nThe tax effect of temporary differences that gives rise to significant\nportions of the deferred tax assets and liabilities are presented below:\n\n \n\n  \nMarch 31,\n2026  \nMarch 31,\n2025 \n\n  \nUS$  \nUS$ \n\nDeferred tax assets: \n   \n  \n\nNet operating loss carryforwards \n 159,141  \n 164,396 \n\nGross deferred tax assets \n 159,141  \n 164,396 \n\nLess valuation allowance \n (159,141) \n (164,396)\n\nTotal deferred tax assets \n \n-\n  \n \n-\n \n\n  \n    \n   \n\nDeferred tax liabilities: \n    \n   \n\nGross deferred tax liabilities \n \n-\n  \n \n-\n \n\nNet deferred tax asset \n \n-\n  \n \n-\n \n\n \n\nAs of March 31, 2026 and 2025, there was net operating\nloss (“NOL”) carryforward in the United States of $473,779 and $314,637 respectively and they can be carried forward indefinitely.\nFully valuation allowance has been provided to these NOLs as of March 31, 2026 and 2025 as the Company did not believe these NOLs will\nmore likely than not be realized in foreseeable future.\n\n \n\n**Uncertain tax positions**\n\n \n\nThe Company evaluates each uncertain tax position\n(including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits\nassociated with the tax positions. As of March 31, 2026, the Company did not have any significant unrecognized uncertain tax positions.\n\n \n\n**7. General and Administrative Expenses**\n\n \n\n \n \n**March 31,\n2026**\n \n \n**March 31,\n2025**\n \n\n \n \n**US$**\n \n \n**US$**\n \n\nStaff cost\n \n \n718,741\n \n \n \n440,216\n \n\nDirector bonus\n \n \n700,000\n \n \n \n—\n \n\nLegal and professional fees\n \n \n623,835\n \n \n \n702,705\n \n\nRent and rates\n \n \n162,351\n \n \n \n167,162\n \n\nDepreciation charges\n \n \n32,132\n \n \n \n42,297\n \n\nTravel expenses\n \n \n63,773\n \n \n \n24,320\n \n\nInsurance\n \n \n20,423\n \n \n \n17,659\n \n\nOthers\n \n \n40,188\n \n \n \n17,586\n \n\nTotal\n \n \n2,361,443\n \n \n \n1,411,945\n \n\n \n\n**8. Earnings Per Share**\n\n** **\n\nBasic and diluted net earnings per share for each of the periods presented\nare calculated as follows:\n\n** **\n\n  \nMarch 31,\n2026  \nMarch 31,\n2025 \n\n  \nUS$  \nUS$ \n\nNumerator: \n   \n  \n\nNet income attributable to ordinary shareholders – basic and diluted \n 7,533,321  \n 4,823,338 \n\n  \n    \n   \n\nDenominator: \n    \n   \n\nWeighted average number of ordinary shares outstanding – basic and diluted \n 8,608,245  \n 8,577,583 \n\nEarnings per share attributable to ordinary shareholders – basic and diluted \n 0.88  \n 0.56 \n\n** **\n\nBasic earnings per share is computed using the weighted average number\nof ordinary shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of ordinary\nshares and dilutive ordinary share equivalents outstanding during the period. No securities were anti-dilutive for diluted earnings per\nshare for the periods presented.\n\n \n\nF-18\n\n \n\n \n\n**9. Commitments and Contingencies**\n\n \n\nOther than two office leases both with a lease\nterm of 3 years that the Company entered into in April 2023 (the “2023 Office Lease”) and in February 2025 (the “2025\nOffice Lease”) as described below, the Company did not have significant commitments, long-term obligations, or guarantees as of\nMarch 31, 2026.\n\n \n\n**Operating lease**\n\n \n\nThe 2023 Office Lease\nhas a remaining lease term of the operating lease of 0.1 year and discount rate used for the operating lease is 10.34%.\n\n \n\nThe 2025 Office Lease\nhas a remaining lease term of the operating lease of 1.9 years and discount rate used for the operating lease is 7.7%.\n\n \n\nDuring the years ended\nMarch 31, 2026 and 2025, the operating lease expense recognized was $124,408 and $127,946 respectively.\n\n \n\n  \n2023\nOffice Lease  \n2025\nOffice Lease  \nTotal \n\n2027 \n         6,441  \n 38,128  \n 44,569 \n\n2028 \n \n—\n  \n 31,773  \n 31,773 \n\nTotal future minimum lease payments \n$6,441  \n$69,901  \n$76,342 \n\nLess: imputed interest \n (55) \n (4,904) \n (4,959)\n\nTotal operating lease liability \n$6,386  \n$64,997  \n$71,383 \n\nLess: operating lease liability – current \n 6,386  \n 34,317  \n 40,703 \n\nTotal operating lease liability – non current \n$\n—\n  \n$30,680  \n$30,680 \n\n \n\n \n\n**Contingencies**\n\n \n\nThe Company is subject to legal proceedings and\nregulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company\ndoes not anticipate that the final outcome arising out of any such matter will have a material adverse effect on our business, financial\nposition, cash flows or results of operations taken as a whole. As of March 31, 2026, the Company is not a party to any material legal\nor administrative proceedings.\n\n \n\n**10. Segment Information**\n\n \n\nThe Company operates and manages its business\nas a single operating segment. This is consistent with the manner in which the CODM reviews financial information and makes\ndecisions about resource allocation. The Company’s CODM has been identified as the Chief Executive Officer, who reviews the Company’s\nassets, operating results, and financial metrics as a whole to make decisions about allocating the Company’s resources and assessing\nits financial performance.\n\n \n\nThe CODM reviews the Company’s\noperating results on a consolidated basis, focusing primarily on measures of revenue, operating income, and net income as presented in\nthe accompanying condensed consolidated financial statements. The CODM uses these measures to evaluate the Company’s overall\nperformance and to make operating and strategic decisions.\n\n \n\nThe Company’s operations primarily consist\nof providing insurance brokerage services and referral business in Hong Kong.\n\n \n\nSince the Company operates in only one reportable\nsegment, all financial information required by ASC 280 is presented in the accompanying consolidated financial statements. Substantially\nall of the Company’s revenues are derived from customers located in Hong Kong and all of its long-lived assets are located in the\nsame geographic areas.\n\n \n\nThe Company operates as one operating and reportable\nsegment, and as such the significant expenses regularly provided to the CODM are those presented on the statements of operations. These\nsignificant segment expenses include general and administrative expenses.\n\n \n\n**11. Subsequent Events**\n\n \n\nIn accordance with ASC 855-10, the Company has\nanalyzed its operations subsequent to March 31, 2026 through the date of issuance of the financial statements and has determined that\nit does not have any material subsequent events to disclose in these financial statements other than described below.\n\n \n\nOn May 22, 2026, the Company’s Board approved\nthe QDM International Inc. 2026 Equity Incentive Plan (the “2026 Plan”), which was subsequently registered through Form S-8\nfiled on June 2, 2026. The 2026 Plan is designed to attract, retain, and motivate directors, consultants, and key employees to exert their\nbest efforts on behalf of the Company and align their interests with those of the Company’s stockholders. Under the 2026 Plan, the\nCompany has authorized the issuance of up to 1,295,427 shares of common stock for awards, subject to an automatic annual increase beginning\nJanuary 1, 2027. As of June 29, 2026, the Company has not issued or granted any shares under the 2026 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