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April 8, 2022
Huihe Zheng
Chairman of the Board, CEO, and President
QDM International Inc.
Room 715, 7F, The Place Tower C, No. 150 Zunyi Road
Changning District
Shanghai, China 200051
Re:QDM International Inc.
Form 10-K for the fiscal year ended March 31, 2021
Filed on July 12, 2021
Forms 10-K/A for the fiscal year ended March 31, 2021
Filed October 21, 2021
Filed December 17, 2021
Filed February 25, 2022
File No. 000-27251
Dear Mr. Zheng:
            We have reviewed your February 25, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K/A for the fiscal year ended March 31, 2021 filed February 25, 2022
Cover page
1.On the cover page of your filing, please disclose prominently that you are not a Chinese
operating company but a Florida holding company with operations conducted by your
subsidiaries and that this structure involves unique risks to investors.  Explain whether
China law prohibits direct foreign investment in the operating companies, and disclose
whether investors will ever directly hold equity interests in the Chinese operating
company.  Your disclosure should acknowledge that Chinese regulatory authorities could
disallow this structure, which would likely result in a material change in your operations

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and/or a material change in the value of the securities, including that it could cause the
value of your securities to significantly decline or become worthless. Provide a cross-
reference to your detailed discussion of risks facing the company as a result of this
structure.
2.We note your cover page i references the December 16, 2021 determinations of the Public
Company Accounting Oversight Board (the “PCAOB”), and the Holding Foreign
Companies Accountable Act.  Please revise this explanatory note to prominently disclose
the following:
•Revise to disclose whether your auditor is subject to the determinations announced by
the PCAOB on December 16, 2021
•Revise to disclose whether and how the Holding Foreign Companies Accountable
Act, the Accelerating Holding Foreign Companies Accountable Act, and related
regulations will affect your company, including the time frame change in PCAOB
inspections for two consecutive years instead of three years.
•Revise to disclose a cross-reference to your more detailed disclosure in your risk
factors, including the heading of the risk factor.
3.Please revise the explanatory note on your cover page, and revise your Business section in
Part I, to disclose a description of how cash is transferred through your organization and
disclose your intentions to distribute earnings or settle amounts owed. State whether any
transfers, dividends, or distributions have been made to date between the holding
company, and its subsidiaries, or to investors, and quantify the amounts where applicable.
Provide cross-references to your related discussions in other areas of the filing.
Part I, page 1
4.At the onset of Part I, provide a diagram of the company’s corporate structure, identifying
the person or entity that owns the equity in each depicted entity.  Identify clearly the entity
in which investors are purchasing their interest and the entity(ies) in which the company’s
operations are conducted.  Describe the relevant contractual agreements between the
entities and how this type of corporate structure may affect investors and the value of their
investment, including how the company may incur substantial costs to enforce the terms
of the arrangements.   Disclose any uncertainties regarding the status of the rights of the
Florida holding company and any challenges the company may face due to legal
uncertainties and jurisdictional limits.
5.In the summary Risk Factors in Item 1A, and with a cross-reference to the discussion of
these risks in the Business section of Part I, Item 1., please disclose the risks that your
corporate structure and being based in or having the majority of the company’s operations
in China poses to investors.  In particular, revise to disclose each of the following:
•Please revise to describe the significant regulatory, liquidity, and enforcement risks
with cross-references to the more detailed discussion of these risks in your risk factor
disclosure.
•Revise to specifically discuss risks arising from the legal system in China, including

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risks and uncertainties regarding the enforcement of laws and that rules and
regulations in China can change quickly with little advance notice.
•Revise to disclose the risk that the Chinese government may intervene or influence
your operations at any time, or may exert more control over offerings conducted
overseas and/or foreign investment in China-based issuers, which could result in a
material change in your operations and/or the value of the securities.
•Please disclose the risks that any actions by the Chinese government to exert more
oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.
•Revise to include cross-references to related disclosures in the filing.
6.At the onset of Business in Part I., Item.1, please revise to provide prominent disclosure of
the specific consequences to you and your investors if you, or your subsidiaries: (i) do not
receive or maintain such permissions or approvals, (ii) inadvertently conclude that such
permissions or approvals are not required, or (iii) applicable laws, regulations, or
interpretations change and you are required to obtain such permissions or approvals in the
future.
7.At the onset of Business in Part I., Item.1, please provide a clear description of how cash
is transferred through your organization.  Disclose your intentions to distribute earnings or
settle amounts owed under your operating structure.  Quantify any cash flows and
transfers of other assets by type that have occurred between the holding company, its
subsidiaries, and the direction of transfer.  Quantify any dividends or distributions that a
subsidiary has made to the holding company and which entity made such transfer, and
their tax consequences.  Similarly quantify dividends or distributions made to U.S.
investors, the source, and their tax consequences.  Your disclosure should make clear if no
transfers, dividends, or distributions have been made to date.  Describe any restrictions on
foreign exchange and your ability to transfer cash between entities, across borders, and to
U.S. investors.  Describe any restrictions and limitations on your ability to distribute
earnings from the company, including your subsidiaries, to the parent company and U.S.
investors as well as the ability to settle amounts owed.
8.We note your disclosure on page 2 that you do not believe you are required to obtain
permission or approval from the CAC.  Please revise to disclose how this oversight
impacts your business.  Further, revise to disclose the basis for this determination, such as
the details of your internal risk assessment, or your counsel’s consent.
9.In the Risk Factors in Item 1A, as it appears your officers and directors are located in
China, please revise to include risk factor disclosure, as well as a separate Enforceability
section, to disclose the difficulty of bringing actions and enforcing judgements against
these individuals.  Refer to Item 101(g) of Regulation S-K.
            You may contact Bonnie Baynes at (202) 551-4924 or Sharon Blume at (202) 551-

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3474 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance