{"url_path":"/sec/qdmi/10-k/2026/item-9a","section_key":"item-9a","section_title":"Item 9A Controls and Procedures**","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":678,"has_tables":true,"body_markdown":"**Item 9A. Controls and Procedures**\n\n \n\nDisclosure controls and procedures are controls\nand other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange\nAct is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls\nand procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our\nreports filed or submitted under the Exchange Act is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer\n(collectively, the “Certifying Officers”) or persons performing similar functions, as appropriate, to allow timely decisions\nregarding required disclosure.\n\n \n\nUnder the supervision of our Certifying Officers,\nwe evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and\n15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures\nwere not effective as of March 31, 2026 due to the material weaknesses in our internal control over financial reporting discussed below.\n\n \n\n**Management’s Report on Internal Controls over Financial Reporting**\n\n \n\nManagement is responsible for establishing and\nmaintaining adequate internal control over our financial reporting. In order to evaluate the effectiveness of internal control over financial\nreporting, as required by Section 404 of the Sarbanes-Oxley Act. In making this assessment, management used the criteria set forth by\nthe Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. A\nmaterial weakness is a deficiency or a combination of deficiencies, in internal control over financial reporting, such that there is a\nreasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented\nor detected on a timely basis. We have identified the following material weaknesses, which are indicative of many small companies with\nsmall staff, as of March 31, 2026: (i) lack of proper segregation of duties and risk assessment process; (ii) lack of formal documentation\nin internal controls over financial reporting; and (iii) lack of independent directors and an audit committee.\n\n \n\nBecause of these material weaknesses, management\nhas concluded that we did not maintain effective internal control over financial reporting as of March 31, 2026, based on the criteria\nestablished in “2013 Internal Control-Integrated Framework” issued by COSO.\n\n \n\nTo remediate our identified material weaknesses,\nwe plan to adopt measures to improve our internal controls over financial reporting, including, among others: (i) hiring more qualified\naccounting personnel with relevant U.S. GAAP and SEC reporting experience and qualifications to strengthen our financial reporting function\nand to set up a financial and system control framework; (ii) organizing regular training for our accounting staff, especially training\nrelated to U.S. GAAP and SEC reporting requirements, (iii) formulating U.S. GAAP accounting policies and procedures manual, which will\nbe maintained, reviewed and updated, on a regular basis, to the latest U.S. GAAP accounting standards, (iv) establishing assessment of\nSarbanes-Oxley compliance requirements and improvement of overall internal control; and (v) establishing an audit committee of the Board\nconsisting of three committee members meeting independence requirements under the Nasdaq listing rules and SEC rules.\n\n \n\nWhile implementation of the remediation plan remains\nongoing, as of the date of this report, we have: (i) hired a qualified full-time Chief Financial Officer of the Company; (ii) established\ninternal audit function by engaging an external consulting firm to assist the Company with assessment of Sarbanes-Oxley compliance requirements\nand improvement of overall internal control; and (iii) appointed an independent director and an independent director nominee who will\nserve on the Board upon the commencement of trading of the shares of common stock of the Company on Nasdaq, to strengthen our corporate\ngovernance.\n\n \n\nThis Report does not include an attestation report\nof our independent registered public accounting firm regarding internal control over financial reporting.\n\n \n\n**Changes in Internal Control over Financial Reporting**\n\n \n\nThere were no changes in our internal control\nover financial reporting during the fiscal quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially\naffect, our internal control over financial reporting."}