UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K/A

 (Amendment No.2)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended March 31, 2023

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from___________ to___________

 Commission
file number 000-27251

 QDM
International Inc.

 (Exact
name of registrant as specified in its charter)

 Florida

 59-3564984

 (State or other jurisdiction of

 (I.R.S. Employer

 incorporation or organization)

 Identification No.)

 Room 1030B, 10/F, Ocean Centre, Harbour City,

 5 Canton Road, Tsim Sha Tsui, Hong Kong

 -

 (Address of principal executive offices)

 (Zip Code)

 + 852 34886893

 (Registrant's telephone number, including area code)

 Securities registered pursuant to Section 12(b)
of the Act: None

 Securities registered pursuant to Section 12(g)
of the Act: Common Stock, par value $0.0001

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files) Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The
aggregate market value of the voting and non-voting common stock held by non-affiliates computed by reference to the price at which the
common stock was last sold on the OTCQB Marketplace operated by the OTC Markets as of September 30, 2022 ($0.81) was approximately $ 41,038.65.

 As
of June 29, 2023, 29,156,393 shares of common stock, $0.0001 par value per share, of the registrant were issued and outstanding.

 Auditor Name:

 Auditor Location:

 Auditor Firm ID:

 ZH CPA, LLC

 Denver, Colorado

 6413

 Explanatory Note

 On June 29, 2023, QDM International Inc. (the
"Company") filed its Annual Report on Form 10-K (the "Original Form 10-K") for the year ended March 31, 2023,
with the Securities and Exchange Commission on June 29, 2023. On June 30, 2023, the Company filed the Amendment No. 1 to the Original
Form 10-K, with the sole purpose to file new Exhibits 31.1 and 31.2, which replace the previously filed versions of those exhibits and
to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. This Amendment No. 2 (the "Amendment")
amends the Original Form 10-K solely to correct and replace the disclosure in connection with the beneficial ownership of shares and voting
power held by certain shareholders, directors, and officers included in (i) Item 1A. Risk Factors and (ii) Item 12. Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder Matters. No revisions are being made to any other disclosure contained
in the Original Form 10-K, except as set forth herein. This Amendment speaks as of the original filing date and does not reflect events
occurring after the filing of the Original Form 10-K. As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), new certifications by the Company's principal executive officer and principal financial and accounting
officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. As no financial
statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307
and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. The Company is not filing certifications pursuant
to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this
Amendment.

 Item 1A.

 Risk Factors

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 15.

 Exhibits, Financial Statement Schedules

 i

 Item 1A. Risk Factors

 Summary of Risk Factors

 Risks Related to Our
Common Stock

 Our
controlling stockholder may exercise significant influence over us and may be subject to conflicts of interest.

 The
Series B Preferred Stock, which are controlled by Mr. Huihe Zheng, our Chairman of the Board, Chief Executive Officer, have super voting
rights that may adversely affect our holders of common stock; in addition, Mr. Zheng, as our controlling stockholder, may exercise significant
influence over us and may be subject to conflicts of interest.

 Risks Related to Our Common Stock

 Our controlling stockholder may exercise
significant influence over us and may be subject to conflicts of interest.

 Our Chairman of the Board, Chief Executive Officer
and President, Huihe Zheng, owns approximately 61.0% of our outstanding voting power. Mr. Zheng thus has the power, on his own, to determine
the outcome of any corporate transaction or other matters submitted to our stockholders for approval, including mergers, consolidations
and the sale of all or substantially all of our assets, election of directors, approval of equity incentive plans, and other significant
corporate actions. Mr. Zheng also has the power to prevent or cause a change in control. In addition, without the consent of Mr. Zheng,
we could be prevented from entering into transactions that could be beneficial to us. The interests of Mr. Zheng may differ from the interests
of our other stockholders, which cause him to be faced with conflicts of interests that may not be resolved in favor of or to the satisfaction
of our minority stockholders.

 The Series B Preferred Stock, which are
controlled by our Chairman of the Board, Chief Executive Officer, have super voting rights that may adversely affect our holders of common
stock.

 Except as required by law, holders of Series B
Preferred Stock (which is currently controlled by Huihe Zheng, our Chairman of the Board, Chief Executive Officer) are entitled to super
voting rights. Each share of Series B Preferred Stock is entitled to 100 votes. Holders of Series B Preferred Stock will vote together
on all matters upon which common stock holders are entitled to vote. The voting rights of holders of our common stock will be diluted
as a result of these super voting rights.

 Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.

 The following table sets forth certain information
known to us with respect to the beneficial ownership of common stock by (i) each person, entity or group (as that term is used in Section
13(d)(3) of the Exchange Act) known to us to be the beneficial owner of more than 5% of the outstanding shares of common stock, (ii) each
of our directors and executive officers, and (iii) all of our directors and executive officers as a group. The percentage of class is
based on 29,156,393 shares of common stock, 13,500 shares of Series B Preferred Stock, and 531,886 shares of Series C Preferred Stock
issued and outstanding as of the date of this Report.

 Name of Beneficial Owner 5% Stockholders

 Number of Shares of Common Stock Owned

 Percentage of Shares of Common Stock Owned

 Number of Shares of Series B Preferred Stock Owned

 Percentage of Shares of Series B Preferred Stock Owned

 Number of Shares of Series C Preferred Stock Owned

 Percentage of Shares of Series C Preferred Stock Owned

 Percentage of Aggregate Voting Power (1)(2)

 HW FUND (3)

 12,000,000

 41.2
 %

 —

 —

 —

 —

 39.1
 %

 Willington Capital Limited (4)

 5,000,000

 17.2
 %

 —

 —

 —

 —

 16.3
 %

 Ruiyin Capital Limited (5)

 4,800,000

 16.5
 %

 —

 —

 —

 —

 15.6
 %

 Bakelai Capital Limited (6)

 5,000,000

 17.2
 %

 —

 —

 —

 —

 16.3
 %

 Directors and Officers

 Huihe Zheng (3)

 12,158,810

 41.7
 %

 13,500

 %

 531,886

 %

 44.6
 % (1)(2)

 Tim Shannon (7)

 8,196

 *

 —

 —

 —

 —

 *

 Huili Shen (4)

 5,000,167

 17.1
 %

 —

 —

 —

 —

 16.3
 %

 Timothy Miles (8)

 8,167

 *

 —

 —

 —

 —

 *

 All officers and directors as a group (four persons)

 17,175,340

 58.9
 %

 13,500

 %

 531,886

 %

 61.0
 %

 *
 Less than one percent.

 (1)
 Each share of Series B Preferred
Stock entitles the holder to 100 votes on all corporate matters submitted for stockholder approval.

 (2)
 Each share of Series C Preferred
Stock entitles the holder to approximately 0.3667 votes on all corporate matters submitted for stockholder approval.

 (3)
 12,000,000 shares of common stock
directly held by HW FUND, of which Huihe Zheng, our Chief Executive Officer and President, is the controlling shareholder and holds the
voting and dispositive power over the shares of common stock held by such entity. The address for this stockholder is Vistra (Cayman)
Limited, P.O. Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands.

 (4)
 5,000,000 shares of common stock
directly held by Willington Capital Limited, of which Huili Shen, our director, is the sole shareholder and director and holds the voting
and dispositive power over the shares of common stock held by such entity. The address for this stockholder is Rm 4F, 15/F, Sunwise Industrial
Building, 16-26 Wang Wo Tsai Street, Tsuen Wan, Hong Kong.

 (5)
 Erkai Wang is the sole shareholder
and director of Ruiyin Capital Limited. The address for this stockholder is Rm 4G, 15/F, Sunwise Industrial Building, 16-26 Wang Wo Tsai
Street, Tsuen Wan, Hong Kong.

 (6)
 Shimei Zhou is the sole shareholder
and director of Bakelai Capital Limited. The address for this stockholder is Rm 4, 15/F, Sunwise Industrial Building, 16-26 Wang Wo Tsai
Street, Tsuen Wan, Hong Kong.

 (7)
 The address for this stockholder
is 2035 Highway A1A, #306 Indian Harbour Beach, FL 32937.

 (8)
 The address for this stockholder
is PO Box 30, Dundee, MI 48131.

 Item 15. Exhibits, Financial Statement Schedules.

 (3) Exhibits

 Exhibit
 No.

 Description

 31.1**

 Certification
 by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section 302
 of the Sarbanes-Oxley Act of 2002.

 31.2**

 Certification
 by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section 302
 of the Sarbanes-Oxley Act of 2002.

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 **
 Furnished herewith.

 SIGNATURES

 Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 QDM International Inc.

 Date: December 15, 2023

 By:

 /s/ Huihe Zheng

 Name:

 Huihe Zheng

 Title:

 Chairman of the Board, Chief Executive Officer, and President

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

 Signature

 Title

 Date

 /s/ Huihe Zheng

 Chairman of the Board, Chief Executive Officer

 December 15, 2023

 Huihe Zheng

 (principal executive officer), and President

 /s/ Tim Shannon

 Chief Financial Officer

 December 15, 2023

 Tim Shannon

 (principal accounting and financial officer) and Director

 /s/ Timothy Miles

 Director

 December 15, 2023

 Timothy Miles

 /s/ Huili Shen

 Secretary and Director

 December 15, 2023

 Huili Shen

 000000 true FY 0001094032

 0001094032

 2022-04-01
 2023-03-31

 0001094032

 2022-09-30

 0001094032

 2023-06-29