~~U.S.~~

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ ~~QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For the quarterly period ended~~ ~~June 30, 2021~~

☐~~TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

Commission file number: 333-238872

~~QMIS TBS CAPITAL GROUP CORP.~~

~~(Exact name of registrant as specified in its charter)~~

~~Delaware~~QMIS TBS CAPITAL GROUP CORP.	~~32-0619708~~
(Exact name of registrant as specified in its charter)

Delaware		32-0619708
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
~~37-12~~ ~~Prince St.,~~ ~~Suite 9C~~
~~Flushing~~, NY 100 N. Barranca St. #1000	~~11354~~
West Covina, CA		91791
(Address of Principal Executive Offices)		(Zip Code)

~~Registrant's~~Registrant’s telephone number, including area code: 917-675-3214

~~(Former~~(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbols

Name of each exchange

on which registered

None

N/A

None

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 ~~Yes~~☒ ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, 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 ~~Yes~~☒ ☒ No ☐

Indicate 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.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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

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(1) of the Exchange Act.☒

State the number of shares outstanding of each of the ~~issuer's~~issuer’s classes of common equity, as of the latest practicable date: As of ~~August 16,~~ ~~2021,~~May 22, 2023, the issuer had ~~300,000,000~~ 301,000,100 shares of its common stock issued and outstanding.

TABLE OF CONTENTS

PART I		Page
~~PART I~~	4

Item 1.	Financial Statements	4 2

Item 2.	~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations	26 20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30 34

Item 4.	Controls and Procedures	30 34

PART II		31

Item 1.	Legal Proceedings	31 35

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35

Item 6.	Exhibits	31 35

		Signatures	32 36

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements and information in this Quarterly Report on Form 10-Q for the quarter ended ~~June 30, 2021~~March 31, 2023 (the “Quarterly Report”) may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, which address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures, commencement of business operations, business strategy, statements related to the expected effects on our business from the novel coronavirus (“COVID-19”) pandemic, and other similar matters are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “hope,” “intend,” “project,” “positioned,” or “strategy” or other comparable terminology. These forward-looking statements are based largely on our current expectations and assumptions and are subject to a number of risks and uncertainties, many of which are beyond our control. These statements are subject to many risks, uncertainties, and other important factors that could cause actual future results to differ materially from those expressed in the forward-looking statements including, but not limited to, the duration and scope of the COVID-19 pandemic and impact on the demand for the products we distribute; our ability to obtain the products from the manufacturer; actions governments, businesses, and individuals take in response to the pandemic, including mandatory business closures and restrictions on onsite commercial interactions; the impact of the COVID-19 pandemic and action taken in response to the pandemic on global and regional economies and economic activity; the pace of recovery when the COVID-19 pandemic subsides; general economic uncertainty in key global markets and a worsening of global economic conditions or low levels of economic growth; our inability to sustain profitable sales growth; and circumstances or developments that may make us unable to implement or realize the anticipated benefits, or that may increase the costs, of our current and planned business initiatives. For a more thorough discussion of these risks, you should read this entire Report carefully, as well as the risks discussed under “Risk Factors” in our ~~Registration Statement~~Annual Report on Form ~~S-1,~~10-K, filed with the U.S. Securities and Exchange ~~Commission.~~Commission on April 17, 2023.

Although management believes that the assumptions underlying the forward-looking statements included in this Report are reasonable, such statements do not guarantee our future performance, and actual results could differ from those contemplated by these forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. In the light of these risks and uncertainties, all of the forward-looking statements made herein are qualified by these cautionary statements, and there can be no assurance that the results and events contemplated by the forward-looking statements contained in this Report will in fact transpire. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. We expressly disclaim any obligation to update or revise any forward-looking statements.

PART I - FINANCIAL INFORMATION

~~Item 1.~~

Item 1. Financial Statements.

QMIS TBS CAPITAL GROUP CORP.

~~BALANCE SHEETS~~

June 30, December 31,
2021 2020
ASSETS (Unaudited)
Current Assets:
Initial deposit for acquisition agreement (Note 10) $ 25,000 $ 25,000
Total Current Assets 25,000 25,000

Total Assets $ 25,000 $ 25,000

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accrued expenses  (Note 6) $ 188,289 $ 135,023
Due to related parties (Note 7) 119,252 66,382
Total Current Liabilities 307,541 201,405

Total Liabilities 307,541 201,405

Commitments and Contingencies (Note 9) —   —

Shareholders' Equity:
Common stock, par value $0.0001, 750,000,000 shares authorized; 300,000,000 shares and 0 shares issued and outstanding as of June 30, 2021 and December 31, 2020 30,000 30,000
Additional paid-in capital 0   0
Retained Earnings (Accumulated deficit) (312,541 ) (206,405 )
Total Shareholders' Equity (Deficit) (282,541 ) (176,405 )
Total Liabilities and Shareholders' Equity (Deficit) $ 25,000 $ 25,000

~~The accompanying notes are an integral part of these financial statements.~~

~~QMIS TBS CAPITAL GROUP CORP.~~

~~STATEMENT OF OPERATIONS~~ AND SUBSIDIARIES

For the Three Months Ended For the Six Months Ended
June 30, June 30,
2021 2020 2021 2020
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Revenue
Sales $ —   $ —   $ —   $ —
Cost of Goods Sold —   —   —   —
Gross Profit —   —   —   —

Operating Expenses
Directors' fees —   —   —   30,000
Professional fees 69,331 87,356 104,636 87,806
Other general and administrative expenses —   —   1,500 90
Total Operating Expenses 69,331 87,356 106,136 117,896

Loss from Operations (69,331 ) (87,356 ) (106,136 ) (117,896 )

Loss before Provision for Income Tax (69,331 ) (87,356 ) (106,136 ) (117,896 )

Provision for Income Tax —   —   —   —

Net Loss $ (69,331 ) $ (87,356 ) $ (106,136 ) $ (117,896 )

Other comprehensive income (loss) —   —   —   —
Total comprehensive income (loss) $ (69,331 ) $ (87,356 ) $ (106,136 ) $ (117,896 )

Basic and Fully Diluted Loss per Share $ 0 $ 0 $ 0 $ 0

Weighted average shares outstanding 300,000,000 300,000,000 300,000,000 229,120,879

CONSOLIDATED BALANCE SHEETS

	March 31,	December 31,
	2023	2022
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	`$429,485`	`187,437`
Accounts receivable, net (Note 4)	`8`	`2,054`
Prepaid expenses	`340`	`-`
Contract security deposit	`8,482`	`8,506`
Total Current Assets	`438,315`	`197,997`

Property, plant and equipment, net (Note 5)	`4,651`	`4,557`
Operating lease right of use asset, net (Note 10)	`6,731`	`12,801`
Total Assets	`$449,697`	`215,355`

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable (Note 6)	`$32,857`	`33,566`
Accrued expenses (Note 7)	`185,891`	`181,253`
Deferred revenue-related parties (Note 9 (1))	`6,254`	`1,500`
Taxes payable (Note 8)	`1,013,596`	`1,017,176`
Operating lease liabilities – current (Note 10)	`10,881`	`14,796`
Due to related parties (Note 9 (5))	`666,001`	`675,374`
Total Current Liabilities	`1,915,480`	`1,923,665`

Operating lease liabilities – noncurrent (Note 10)	`239`	`357`
Total Liabilities	`1,915,719`	`1,924,022`

Commitments and Contingencies (Note 15)	`-`	`-`

Shareholders' Equity:
Preferred stock, par value $0.0001, 10,000,000 shares authorized; 0 shares issued and outstanding as of December 31, 2022 and 2021	`-`	`-`
Common stock, par value $0.0001, 750,000,000 shares authorized; 301,000,100 shares issued and outstanding as of March 31, 2023 and December 31, 2022*	`30,100`	`30,100`
Additional paid-in capital	`1,251,350`	`1,251,350`
Retained Earnings (Accumulated deficit)	`(2,779,421)`	`(3,013,236)`
Accumulated other comprehensive income	`38,028`	`30,104`
Total QMIS TBS Capital Group Corp. shareholders' equity	`(1,459,943)`	`(1,701,682)`
Non-controlling interest	`(6,079)`	`(6,985)`
Total Shareholders' Equity (Deficit)	`(1,466,022)`	`(1,708,667)`
Total Liabilities and Shareholders' Equity (Deficit)	`$449,697`	`215,355`

* Retrospectively restated for effect of share issuances on February 13, 2023.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

QMIS TBS CAPITAL GROUP CORP. AND SUBSIDIARIES

~~STATEMENT~~

UNAUDITED CONSOLIDATED STATEMENTS OF ~~CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)~~INCOME AND COMPREHENSIVE INCOME

Common Stock
$0.0001 Par Value Additional Earnings Shareholders'
Shares Amount
Paid-in
Capital
(Accumulated Deficit) Equity (Deficit)

Balances at January 1, 2021 300,000,000 $ 300,000,000 $ —   $ (206,405 ) $ (176,405 )

Net income —   —   —   (36,805 ) (36,805 )

Balances at March 31, 2021 (Unaudited) 300,000,000 $ 300,000,000 $ —   $ (243,210 ) $ (213,210 )

Net income —   —   —   (69,331 ) (69,331 )

Balances at June 30, 2021 (Unaudited) 300,000,000 $ 300,000,000 $ —   $ (312,541 ) $ (282,541 )

Balance at January 1, 2020 —   $ —   $ —   $ (424 ) $ (424 )

Common stock issued for directors' fee 300,000,000 30,000 —   —   30,000

Net income —   —   —   (30,540 ) (30,540 )

Balance March 31, 2020 300,000,000 $ 30,000 $ —   $ (30,964 ) $ (964 )

Net income —   —   —   (87,356 ) (87,356 )

Balance June 30, 2020 (Unaudited) 300,000,000 $ 30,000 $ —   $ (118,320 )
$ (88,320 )

	For the Three Months Ended
	March 31,	March 31,
	2023	2022

Revenue
Consultant services	`$776,347`	`$631,678`
Software development-related parties	`31,198`	`90,653`
Total revenue	`807,545`	`722,331`

Costs of Revenue
Costs of consultant services	`120,817`	`1,050,771`
Costs of software development	`19,397`	`63,619`
Total of costs of revenue	`140,214`	`1,114,390`

Gross Profit	`667,331`	`(392,059)`

Operating Expenses

General and administrative expenses
Payroll and employee benefit	`15,358`	`7,442`
Depreciation expenses	`1,136`	`1,201`
Office expenses	`12,356`	`12,897`
Rental expenses	`9,903`	`9,861`
Due and subscription	`34,250`	`33,320`
Taxes expenses	`114`	`408`
Professional fees	`54,065`	`47,964`
Consultant fees	`-`	`87,000`
Management fees	`-`	`20,000`
Management fees-related party (Note 9 (2))	`285,189`	`822,806`
Advisory fee-related party (Note 9 (3))	`3,605`	`-`
Total general and administrative expenses	`415,976`	`1,042,899`

Total Operating Expenses	`415,976`	`1,042,899`

Income (Loss) from Operation	`251,355`	`(1,434,958)`

Other Income (Expenses)
Interest income	`11`	`2`
Gain (loss) on foreign currency transaction	`2,035`	`7,192`
Total Other Income (Expenses)	`2,046`	`7,194`

Income (Loss) before Provision for Income Tax	`253,401`	`(1,427,764)`

Provision for Income Tax	`19,125`	`111,021`

Net Income (Loss)	`234,276`	`(1,538,785)`

Less: net income attributable to non-controlling interest	`461`	`8,379`

Net income (loss) attributable to
QMIS TBS Capital Group Corp.	`$233,815`	`$(1,547,164)`

Other comprehensive income (loss)
Effects of foreign currency conversion	`8,369`	`4,561`
Total comprehensive income (loss)	`242,184`	`(1,542,603)`
Less: comprehensive income (loss) attributable to non-controlling interest	`445`	`(129)`
Comprehensive income (loss) attributable to
QMIS TBS Capital Group Corp.	`$241,739`	`$(1,542,474)`

Basic and Fully Diluted Income (Loss) per Share	`$0.00`	`$(0.01)`

Weighted average shares outstanding	`301,000,100`	`301,000,100`

The accompanying notes are an integral part of these unaudited consolidated financial statements.

UNAUDITED CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

QMIS TBS Capital Group Corp. (the “Company” or "QMIS USA") was incorporated in the state of Delaware on November 21, 2019, under the name TBS Capital Management Group Corp. The name was changed to QMIS TBS Capital Group Corp. on February 10, 2020.

On February 13, 2023, the Company entered into a share exchange agreements (the “Share Exchange Agreements”) with the shareholders of all 1,000,100 outstanding shares of common stock of QMIS Securities Capital SDN BHD (“QSC”), which was incorporated by the Companies Commission of Malaysia on January 13, 2015 under the Companies Act 1965 as a private limited company with the name Multi Securities Capital (M) SDN BHD, which was subsequently changed to QMIS Securities Capital (M) SDN BHD on March 19, 2015. The two QSC shareholders were Dr. Chin Yung Kong, the Company’s Chief Executive Officer, and Chin Hua Fung, Dr. Chin’s son.

Pursuant to the Share Exchange Agreements, Dr. Chin exchanged 700,070 shares of QSC common stock for 700,070 shares of the Company’s common stock. Mr. Chin exchanged 300,030 shares of QSC common stock for 300,030 shares of the Company’s common stock. Accordingly, the Company ~~plans~~became the sole shareholder of QSC after the share exchanges.

The share exchanges have been accounted for as a recapitalization between entities under common control since the same controlling shareholders controlled these two entities before and after the transaction. The consolidation of the Company and its subsidiary has been accounted for at historical cost and prepared on the basis as if the transaction had become effective as of the beginning of the earliest period presented in the accompanying consolidated financial statements.

On November 16, 2015, QSC acquired 99.9% equity ownership interest of QMIS Capital Venture SDN BHD (“QCV”), which was incorporated by the Companies Commission of Malaysia on January 14, 2015, under the private limited company act with the name Diversified Multi Capital Venture (M) SDN BHD. Subsequently, the name was changed to ~~engage~~QMIS Capital Venture SDN BHD on March 19, 2015.

On October 15, 2015, QSC acquired 69.99% equity ownership interest of QMIS World Trade International SDN BHD (“QWT”), and subsequently on November 27, 2015, QSC acquired anther 0.01% equity ownership interest in QWT, which was incorporated by the Companies Commission of Malaysia on 15 October 2014 under the private limited company act with the name of Santubong Business Trading SDN BHD. Subsequently, the name was changed to QMIS World Trade International SDN BHD on August 7, 2015.

On December 31, 2021, QSC acquired 100% equity ownership interest of QMIS TBS Capital Group Corporation Limited (“QTBS”), which was incorporated in Hong Kong on September 9, 2013, under the Companies Ordinance as a limited liability company under the name QMIS Huayin Finance Credit Limited. Subsequently, the name was changed to QMIS Ample Luck Financial Group Limited on July 19, 2018, and finally QMIS TBS Capital Group Corporation Limited on June 16, 2020.

On December 31, 2021, QSC acquired 100% equity ownership interest of QMIS Finance Limited (“QFL”), which was incorporated in Hong Kong on July 20, 2007, under the Companies Ordinance as a limited liability company with the name of Hua Xia Syndicate Financial Credit Limit. Subsequently, the name is changed to QMIS Syndicate Financial Credit Limited on February 21, 2014, and finally to QMIS Finance Limited on March 31, 2016.

On May 27, 2020, QFL, QSC, and QWT acquired 60%, 20%, and 20%, respectively, equity ownership interest in QMIS Green Energy Berhad (“QGE”), which was incorporated by the Companies Commission of Malaysia on May 27, 2020, under the private limited company act with the name of QMIS Waste Management Group Berhad. Subsequently, the name was changed to QMIS Green Energy Berhad on September 13, 2022.

On May 8, 2020, QFL, QSC, and QWT acquired 60%, 20%, and 20%, respectively, equity ownership interest in QMIS Biotech Group Berhad (“QBT”), which was incorporated by the Companies Commission of Malaysia on 8 May 2020 under the private limited company act with the name of QMIS Biotech Group Berhad. Subsequently, the name was changed to QMIS Biotech Group Berhad on May 29, 2020.

On June 22, 2020, QFL incorporated QMIS Investment Bank Limed (“QIB”) by the Labuan Financial Services Authority (LFSA) in Malaysia under the company limited by shares act with the name of QMIS Finance (L) Limited. Subsequently, the name was changed to QMIS Labuan Investment Bank Limited on March 24, 2021, and finally to QMIS Investment Bank Limited on July 28, 2022. QFL owns 100% equity ownership interest in QIB.

On June 21, 2021, QFL and four other shareholders incorporated QMIS Richwood Blacktech Sdn. Bhd. (“QR”) by the Companies Commission of Malaysia under the private limited company act. QFL owns 51% equity ownership interest in QR.

Currently, QMIS USA is a holding company. QSC, QFL, and QTBS work together to provide consultant services. QR is engaged in the business of ~~providing financial services.~~software development. Beginning from early 2023, QR generates revenue from the usage of its online payment software. all other companies are not currently engaged in business operation.

Except as expressly set forth in the relevant discussion, QMIS USA, QSC, QFL, QTBS, QR, QIB, QGE, QBT, QWT, and QCV are hereafter referred to collectively as the Company.

The directors and executive officers own, directly or indirectly, beneficially and in the aggregate, the majority of the voting power of the outstanding capital of the Company. Accordingly, directors, executive officers and their affiliates, if they voted their shares uniformly, would have the ability to control the approval of most corporate actions, including approving significant expenses, increasing the authorized capital and the dissolution, merger, or sale of the Company's assets.

~~The financial statements have been prepared assuming that the Company will continue as a going concern. The Company incurred net losses of $205,981~~ ~~for the year ended December 31, 2020, and $106,136~~ ~~for the six months ended June 30, 2021. In addition, the Company had stockholders' deficit of $176,405~~ ~~and $282,541~~ at December 31, 2020, and June 30, 2021, respectively. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management believes that the Company’s capital requirements will depend on many factors including the success of the Company’s development efforts and the Company’s efforts to raise capital. Management also believes the Company needs to raise additional capital for working purposes. There is no assurance that such financing will be available in the future. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

The accompanying unaudited ~~condensed~~consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) ~~for interim financial information~~ and ~~with~~pursuant to the rules and regulations of the ~~U.S.~~ Securities and Exchange Commission (“SEC”). ~~Accordingly, these condensed~~The unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated.

These unaudited interim consolidated financial statements do not include all of the information and disclosure required by the U.S. GAAP for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments ~~(consisting~~consisting of normal recurring ~~accruals)~~nature considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included.

~~These condensed~~ The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, ~~2020, as~~2022

Non-controlling interest in the consolidated balance sheets represents the portion of the equity in the subsidiaries not ~~all disclosures required by~~attributable, directly or indirectly, to the ~~GAAP for annual~~Company. The portion of the income or loss applicable to the non-controlling interest in subsidiaries is also separately reflected in the consolidated statements of operations and comprehensive income (loss).

The accompanying consolidated financial statements are ~~presented.~~presented in United States dollar (“USD”), which is the reporting currency of the Company. The ~~interim condensed~~functional currency of QSC, QWT, QCV, QGE, QBT, and QR are Malaysian Ringgit (“MYR”). The functional currency of QFL and QTBS are Hong Kong dollar ("HKD"). The functional currency of QMIS USA and QIB is USD.

The Company maintains its books and records in its functional currency. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. The resulting exchange differences are recorded in the statements of operations.

The reporting currency of the Company is the United States Dollars (“US$”), and the accompanying consolidated financial statements ~~follow~~have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statements,” assets and liabilities of the ~~same accounting policies~~Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and ~~methods~~expenses are translated at average rates prevailing during the period. The gains and losses resulting from the translation of ~~computations as the audited~~ financial statements are recorded as a separate component of accumulated other comprehensive gain (loss) within the statements of changes in shareholders’ deficit.

The exchange rates used for ~~the year ended December 31, 2020.~~foreign currency translation were as follows:

The preparation of financial statements in conformity with USU.S. GAAP requires management to make estimates and ~~assumptions~~judgments that affect the reported amounts of assets and liabilities, ~~and~~ disclosure of contingent assets and liabilities aton the date of the financial statements and the reported amounts of ~~revenue~~revenues and expenses during the reporting period. ~~Actual~~The Company bases its estimates and judgments on historical experience and on various other assumptions and information that are believed to be reasonable under the circumstances. Estimates and assumptions of future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as operating environment changes. Significant estimates and assumptions by management include, among others, estimated life and impairment of long-lived assets, allowance for doubtful accounts, contingencies, and income taxes including the valuation allowance for deferred tax assets.

While the Company believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results ~~when ultimately realized~~ could differ from those estimates. Estimates and assumptions are periodically reviewed, and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary.

~~Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents.~~ The Company ~~maintains its cash~~adopted ASC 820 “Fair Value Measurements,” which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosures requirements for fair value measures. Current assets and current liabilities qualified as financial instruments and management believes their carrying amounts are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their current interest rate is equivalent to interest rates currently available. The three levels are defined as follow:

Level 1:Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2:Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

Level 3:Inputs to the valuation methodology are unobservable and significant to the fair value.

As of the balance sheet date, the estimated fair values of the financial instruments approximated their fair values due to the short-term nature of these instruments. Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates the hierarchy disclosures each year.

Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all other highly liquid instruments with ~~high-quality institutions. Deposits held~~original maturities of three months or less.

In accordance with ~~banks~~FASB ASC 830-230, “Statement of Cash Flows,” cash flows from the Company’s operations are calculated based upon the functional currency. As a result, amounts related to assets and liabilities reported on the statement of cash flows may not necessarily agree with changes in the corresponding balances on the balance sheet.

Accounts receivable, net represent the amounts that the Company has an unconditional right to consideration, which are stated at the original amount less an allowance for doubtful receivables. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. The Company usually determines the adequacy of reserves for doubtful accounts based on individual account analysis and historical collection trends. The Company establishes a provision for doubtful receivables when there is objective evidence that the Company may not be ~~insured~~able to collect amounts due. The allowance is based on management’s best estimates of specific losses on individual exposures, as well as a provision on historical trends of collections. The provision is recorded against accounts receivables balances, with a corresponding charge recorded in the consolidated statements of operations and comprehensive income (loss). Delinquent account balances are written off against the allowance for doubtful accounts after management has determined that the likelihood of collection is remote. In circumstances in which the Company receives payment for accounts receivable that have previously been written off, the Company reverses the allowance and bad debt.

Property and equipment primarily consist of cultivation equipment, office equipment, furniture, tools and construction in progress. Cultivation equipment, office equipment, furniture and tools are stated at cost less accumulated depreciation less any provision required for impairment in value. Depreciation is computed using the straight-line method based on the estimated useful lives as follows:

Costs of repairs and maintenance are expensed as incurred and asset improvements are capitalized. The cost and related accumulated depreciation of assets disposed of or ~~exceed~~retired are removed from the ~~amount~~accounts, and any resulting gain or loss is reflected in the consolidated statement of ~~insurance provided on such deposits. Generally these deposits may be redeemed upon demand and therefore bear minimal risk.~~income.

~~Long-lived~~The Company reviews long-lived assets ~~and certain identifiable intangibles are reviewed~~ for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future ~~net~~undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment ~~to be~~ recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. ~~Assets to be disposed~~No impairment of ~~are reported at~~long-lived assets was recognized for the ~~lower of the carrying amount or fair value less costs to sell.~~three months ended March 31, 2023 and 2022.

The Company ~~adopted Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 606,~~leases are classified as operating leases in accordance with Topic 842. Under Topic 842, lessees are required to recognize the following for all leases (with the exception of short-term leases) on the commencement date: (i) lease liability, which ~~requires~~is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a ~~new five-step model~~specified asset for the lease term.

At the commencement date, the Company recognizes the lease liability at the present value of the lease payments not yet paid, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate for the same term as the underlying lease. The right-of-use asset is recognized initially at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred, consisting mainly of brokerage commissions, less any lease incentives received. All right-of-use assets are reviewed for impairment. No impairment for right-of-use lease assets incurred in the three months ended March 31, 2023 and 2022.

Financial instruments the Company holds that are subject to ~~recognize~~concentrations of credit risk are cash and accounts receivable arising from its normal business activities. The Company places its cash and restricted cash in what it believes to be credit-worthy financial institutions. The Company conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable.

For the three months ended March 31, 2023 and 2022, customer A accounted for 96.1% and 87.3%, respectively, of the Company’s total revenues.

For the three months ended March 31, 2023 and 2022, no vender accounted for more than 10% of the Company’s total purchases.

The Company adopted ASC 606 upon inception. Under ASC 606, revenue ~~from~~is recognized when a customer ~~contracts. The five-step model requires~~obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the ~~contract~~contract(s) with ~~the customer,~~a customer; (ii) identify the performance obligations in the ~~contract,~~contract; (iii) determine the transaction ~~price, including variable consideration to the extent that it is probable that a significant future reversal will not occur,~~price; (iv) allocate the transaction price to the ~~respective~~ performance obligations in the ~~contract,~~contract; and (v) recognize revenue when (or as) the ~~Company~~entity satisfies ~~the~~a performance obligation.

The Company ~~adopted FASB ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.~~

Cash and cash equivalents include cash on hand, deposits in banks with maturities of three months or less, and all highly liquid investments that are unrestricted as to withdrawal or use, and which have original maturities of three months or less.

~~Property, plant, and equipment are carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized.~~

~~When assets are retired or disposed of, the cost and accumulated depreciation are removed~~currently generates its revenue from the ~~accounts,~~following main sources:

QSC, QFL, and ~~any resulting gains or losses~~QTBS work together to provide business consultant services to customers. The revenue is recognized at the point in time when the consultant services promised are ~~included in income in~~performed and accepted by the ~~year~~customers, which is generally when the consultant project is delivered to and accepted by the customer.

QR provides customers with software development and support service pursuant to their specific requirements, which primarily compose of ~~disposition.~~

~~Depreciation is calculated on a straight-line basis over the estimated useful life of the assets without residual value.~~

custom application development, supporting, and training. The Company ~~adopted FASB ASC 820, Fair Value Measurements, which defines fair value as the exchange price that would be received for an asset or paid to transfer~~generally recognized revenue at a ~~liability (an exit price)~~point in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

~~An asset or liability’s level within the fair value hierarchy~~time when control is ~~based on the lowest level of any input that is significant~~transferred to the ~~fair value measurement. Availability of observable inputs can vary~~customers and the Company is affected by a variety of factors. The Company uses judgment in determining fair value of assets and liabilities, and Level 3 assets and liabilities involve greater judgment than Level 1 and Level 2 assets or liabilities.

~~As of the balance sheet date, the estimated fair values of the financial instruments approximated their fair values due~~entitled to the ~~short-term nature of these instruments.~~payment, or when the promised services are delivered and accepted by the customers.

~~The Company expenses advertising costs as incurred or the first time the advertising takes place, whichever is earlier,~~Payments for services received in advance in accordance with the ~~FASB ASC 720-35, Advertising Costs. The advertising costs were immaterial~~contract are recognized as deferred revenues when received.

Cost of revenues primarily consists of salaries and related expenses (e.g. bonuses, employee benefits, statutory pension contribution, and payroll taxes) for personnel directly involved in the ~~six months ended June 30, 2021~~delivery of services and ~~2020.~~products directly to customers.

Research and development costs relating to the development of new products and processes, including significant improvements and refinements to existing products, are expensed when incurred in accordance with the FASB ASC 730, Research and Development. Research and development costs were immaterial for the six months ended June 30, 2021 and 2020.

~~FASB~~ ASC 220 ~~Comprehensive Income, establishes~~“Comprehensive Income” established standards for reporting and display of comprehensive ~~income,~~income/loss, its components and accumulated balances. ~~Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated~~Components of comprehensive income/loss include net income/loss and foreign currency translation adjustments. The component of accumulated other comprehensive income ~~as presented in the accompanying statements~~(loss) consisted of ~~changes in owners' equity consists of changes in unrealized gains and losses on~~ foreign currency ~~translation. This comprehensive income is not included in the computation of income tax expense or benefit.~~translation adjustments.

FASB ASC 280, “Segment Reporting,” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. The Company currently operates in one principal business segment.

The Company reports earnings per share in accordance with FASB ASC 260, Earnings Per Share, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no potentially dilutive securities outstanding (options and warrants) for the six months ended June 30, 2021 and 2020.

The Company accounts for current income ~~tax~~taxes in accordance with ~~FASB ASC 740-10-25, which requires~~ the ~~asset and liability approach for financial accounting and reporting for~~laws of the relevant tax authorities. Deferred income ~~taxes. Deferred tax assets and liabilities~~taxes are recognized ~~for the future tax consequences attributable to~~when temporary differences exist between the ~~financial statement carrying amounts~~tax bases of ~~existing~~ assets and liabilities and their ~~respective tax bases.~~reported amounts in the consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period ~~that includes~~including the enactment date. ~~A valuation allowance related~~Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

An uncertain tax position is ~~recorded when~~recognized only if it is ~~more~~“more likely than not” that the tax position would be sustained in a tax examination. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not ~~that some portion or~~meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred.

QSC, QWT, QCV, QGE, QBT, QIB, and QR operate in Malaysia and are subject to the income tax laws of Malaysia. QFL and QTBS operate in Hong Kong and are subject to the income tax law of Hong Kong. As of March 31, 2023 and December 31, 2022, all of the ~~deferred~~Company’s tax ~~assets will not be realized.~~returns remain open for statutory examination by relevant tax authorities.

The Company has accumulated deficit in its operation. Because there is no certainty that we will realize taxable income in the future, we did not record any deferred tax benefit as a result of these losses.

The Company adopted FASB ASC 740-10-30, which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The FASB guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The FASB guidance also provides guidance on de-recognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure, and transition. In accordance with the FASB guidance, the Company performed a self-assessment and concluded that there were no significant uncertain tax positions requiring recognition in its financial statements.

The Company accounts for income taxes in interim periods in accordance with FASB ASC 740-270, "Interim Reporting." The Company has determined an estimated annual effective tax rate. The rate will be revised, if necessary, as of the end of each successive interim period during the Company's fiscal year to its best current estimate. The estimated annual effective tax rate is applied to the year-to-date ordinary income (or loss) at the end of the interim period.

Service tax is a consumption tax levied by Malaysian tax authorities and is charged on any taxable service income (including digital services) provided in Malaysia by a registered company in carrying on their business. The rate of service tax is 6% ad valorem for all taxable services. A taxable entity is a company that is registered or liable to be registered for service taxes. A company is liable to be registered if the total value of its taxable services for a 12-month period exceeds or is expected to exceed the prescribed registration threshold of MYR500,000 as consultancy, training or coaching services providers and digital and information technology services providers. Service taxes were recorded as a deduction against the Company’s gross revenue.

~~The Company does not expect~~In June 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) (“ASU 2016-13”), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. ASU 2016-13 was subsequently amended by ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, and ASU 2019-05, Targeted Transition Relief. In November 2019, the FASB issued ASU 2019-10, which extends the effective date for adoption of ~~recently~~ASU 2016-13. In November 2019, the FASB issued ~~accounting pronouncements~~ASU 2019-11 to clarify its new credit impairment guidance in ASU 326. Accordingly, for public entities that are not smaller reporting entities, ASU 2016-13 and its amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. For all other entities, this guidance and its amendments will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of this guidance did not have a ~~significant~~material impact on the ~~Company's results~~Company’s consolidated financial statements.

The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

The Company had working capital deficit of $1,477,165 and $1,725,668 as of March 31, 2023, and December 31, 2022, respectively. In addition, the Company had accumulated deficits of $2,779,421 and $3,013,236 as of March 31, 2023, and December 31, 2022, respectively. These factors among others raise substantial doubt about the ability to continue as a going concern for a reasonable period of time.

In order to continue as a going concern, The Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources by obtaining capital from directors/shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Bad debt expense charged to operations ~~financial position, or cash flow.~~was $0 three months ended March 31, 2023 and 2022.

~~Authorized Capital~~The following is a summary of property, plant and equipment:

OnDepreciation expense charged to operations was $1,136 and $1,201 for the ~~date of incorporation, the Company was authorized~~three months ended March 31, 2023 and 2022, respectively.

* Refer to ~~issue~~ ~~750,000,000~~ ~~shares of common stock, par value $0.0001~~ ~~per share. On October 7, 2020, the Company amended its Certificate of Incorporation to be authorized to issue~~ ~~760,000,000~~ ~~shares of stock, consisting of~~ ~~750,000,000~~ ~~shares of common stock having a par value of $0.0001~~ ~~per share, and~~ ~~10,000,000~~ ~~shares of preferred stock having a par value of $0.0001~~ ~~per share.~~Note 9 (4) - Related party transaction.

~~On February 12, 2020,~~ ~~300,000,000~~ ~~shares of common stock were issued at par value $0.0001~~ ~~per share to three directors as director fees, totaling $30,000~~.

The ~~accrued expenses included mostly~~Company had transactions with the ~~professional service~~following related parties:

(1)Software development services provided to Richwood Ventures Berhad and Panpay Holdings SDN BHD.

QMIS Richwood Blacktech SDN BHD ("QR") provides software development services to Richwood Ventures Berhad and Panpay Holdings SDN BHD. In the three months ended March 31, 2023, QR generated revenue of $9,359 and $21,839 from Richwood Ventures Berhad and Panpay Holdings SDN BHD, respectively. In the three months ended March 31, 2022, QR generated revenue of $27,196 and $63,457 from Richwood Ventures Berhad and Panpay Holdings SDN BHD, respectively. As of March 31, 2023, accounts receivable from Richwood Ventures Berhad was $8, and deferred revenue from Panpay Holdings SDN BHD amounted to $6,254. As of December 31, 2022, accounts receivable from Richwood Ventures Berhad was $2,054, and deferred revenue from Panpay Holdings SDN BHD amounted to $1,500.

(2)Management fees ~~related~~paid to ~~the Company's efforts of going public.~~QMIS Financial Group Limited

QMIS Finance Limited ("QFL") and QMIS TBS Capital Group Corp. ("QTBS") paid management fees to QMIS Financial Group Limited for general and administrative services, such as office space and bookkeeping. The ~~professional service~~management fees amounted to $~~104,636~~ $285,189 and $~~87,806~~ ~~for~~$822,806 in the ~~six~~three months ended ~~June 30, 2021~~March 31, 2023 and ~~2020,~~2022, respectively. ~~The accrued expenses were $188,289~~ ~~and $135,023~~There was no outstanding balance for accounts payable to QMIS Finance Group Limited as of ~~June 30, 2021~~March 31, 2023, and December 31, ~~2020,~~2022, respectively.

QMIS Finance Limited ("QFL") and QMIS TBS Capital Group Corp. ("QTBS") paid advisory fees to QMIS Asset Management Limited for assistance in the consultant services. The advisory fees amounted to $3,605 and $nil in the three months ended March 31, 2023 and 2022, respectively. There was no outstanding balance for accounts payable to QMIS Asset Management Limited as of March 31, 2023, and December 31, 2022, respectively.

Pantop Millennium SDN BHD has provided general and administrative services, such as office space and bookkeeping, to QMIS Richwood Blacktech SDN BHD ("QR") since its inception in June 2021. The amount of the services was $10,257 and $7,157 for the three months ended March 31, 2023 and 2022, respectively. The accounts payable to Pantop Millennium SDN BHD amounted to $32,875 and $22,726 as of March 31, 2023, and December 31, 2022, respectively.

Since QMIS Richwood Blacktech SDN BHD ("QR") did not have a bank account until November 2022, Pantop Venture Capital SDN BHD has traditionally paid QR's expenses for its operation. These advanced payments are unsecured, non-interest bearing and payable on demand. There are no written agreements for these advances.

Due to ~~related parties represent temporally short-term loans from~~lack of cash resources, Dr. Yung Kong Chin has financed the ~~Company’s CEO, and~~Company's operation. Whenever the Company needs cash resources, Dr. ~~Timo Strattner,~~Chin loans money to the ~~Company’s CFO,~~Company to ~~finance the Company’s operation due to lack of cash resources. There are no written loan agreements for these loans.~~support its operation. These loans are unsecured, non-interest bearing and ~~have no fixed terms of repayment, and therefore, deemed~~ payable on demand. ~~Cash flows from due to related parties are classified as cash flows from financing activities. The Company borrowed $424~~ ~~from Dr. Strattner for the period from November 21, 2019 (inception), to December 31, 2019, and $540~~ ~~from Dr. Strattner and $65,418~~ ~~from Dr. Chin for the year ended December 31, 2020. In the six months ended June 30, 2021, the Company borrowed $52,075~~ ~~for Dr. Chin, and $795~~ ~~from Dr. Strattner.~~

~~From time to time, the Company’s officers provide office space to the Company for free. However, the Company has not reached a formal lease agreement with any officer as~~As of the date of this ~~filing.~~ Report, there were no written agreements for these advances.

As of the date of this Report, amounts due to related parties consisted of the following:

Mr. Yung Kong Chin and Mr. Huan Fung Chin lead the consultant service team which provides consultant services to customers. Their compensation was included in the costs of consultant services.

The Company has operating leases for corporate offices, employees’ accommodation, and office ~~rental expenses~~equipment. These leases have initial lease terms of 12 months to 5 years. The Company has elected not to recognize lease assets and liabilities for leases with an initial term of 12 months or less.

The Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The discount rate used to calculate present value is incremental borrowing rate or, if available, the rate implicit in the lease. The Company determines the incremental borrowing rates for these leases based primarily on lease terms, which were $8% in Malaysia.

The components of lease costs, lease term and discount rate with respect of operating leases with an initial term of more than 12 months are as follows:

As of March 31, 2023, future minimum lease payments under the non-cancelable lease agreements are as follows:

QMIS USA is a company registered in the State of Delaware incorporated on November 21, 2019, and subject to federal income tax at 21% statutory tax rate with respect to the profit generated from the United States.

QMIS Securitas Capital (M) SDN BHD, QMIS World Trade International SDN BHD, QMIS Capital Venture SDN BHD, QMIS Green Energy Berhad, QMIS Biotech Group Berhad, QMIS Investment Bank Limited, and QMIS Richwood Blacktech SDN BHD were incorporated in Malaysia, and accordingly are governed by the income tax laws of Malaysia. The income tax provision in respect of operations in Malaysia is calculated at the applicable tax rates on the taxable income for the ~~six months ended June 30, 2021~~periods based on existing legislation, interpretations, and ~~2020.~~practices. Under the Income Tax Act of Malaysia, enterprises incorporated in Malaysia are usually subject to a unified 24% enterprise income tax rate while prefer, tax holidays, and tax exemptions may be granted on a case-by-case basis. The tax rate for small and medium sized companies (generally companies incorporated in Malaysia with paid-in capital of MYR2,500,000 or less, and gross income of not more than MYR50 million) is 17% for the first MYR600,000 (or approximately $150,000) taxable income, with the remaining balance being taxed at the 24% rate.

QMIS Financial Limited and QMIS TBS Capital Group Corp. were incorporated in Hong Kong, and accordingly are subject to income tax at 8.25% on the first HKD 2,000,000 profit and 16.5% on the remaining profits arising in or derived from Hong Kong.

The Company adopted ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amountcomponents of the ~~assessment can be reasonably estimated.~~income tax provision were as follows:

The local tax authority conducts periodic and ad hoc tax filing reviews on business enterprises after those enterprises complete their relevant tax filings. Therefore, the Company’s tax filings are subject to examination. It is therefore uncertain as to whether the local tax authority may take different views about the Company’s tax filings, which may lead to additional tax liabilities.

On ~~April 30,~~the date of incorporation, the Company is authorized to issue 750,000,000 shares of common stock, par value $0.0001 per share. On October 7, 2020, the Company ~~entered into~~amended its Certificate of Incorporation to be authorized to issue 760,000,000 shares of stock, consisting of 750,000,000 shares of common stock having a ~~Broker/Dealer Purchase Agreement (the “Agreement”) with Richfield Orion International, LLC (the “Seller”),~~par value of $0.0001 per share, and 10,000,000 shares of preferred stock having a ~~Colorado Limited liability company,~~par value of $0.0001 per share.

On February 12, 2020, 300,000,000 shares of common stock were issued at par value $0.0001 per share to three directors as director fees, totaling $30,000.

On February 13, 2023, a total of 1,000,100 shares of common stock were issued at par value $0.0001 per share to Mr. Chin Yung Kong and Mr. Chin Hua Fung for acquisition of QMIS Securities Capital SDN BHD.

As of March 31, 2023, and December 31, 2022, 301,000,100 shares of common stock were issued and outstanding, respectively, no shares of preferred stock were issued and outstanding, respectively. The number of shares reflects the ~~sole owner~~retrospective presentation of ~~Richfield Orion International, Inc. (“Richfield”), a Colorado corporation. Pursuant~~the share issuance on February 13, 2023, due to the ~~Agreement, the Company acquired~~ ~~100% equity ownership of Richfield for $75,000~~. Richfield is engaged in business as a broker-dealer registered with the U.S. Securities and Exchange Commission (“SEC”) and with the Financial Industry Regulatory Authority (“FINRA”) The Company has paid $~~25,000~~ as an initial deposit per the Agreement, via loan from Dr. Yung Kong Chin, the Company's CEO. The balance of the purchase price will be due on the final closing upon the receipt of the acceptance by FINRA of the Amended Member Agreement wherein the Company is acknowledged by FINRA as the sole owner of Richfield. In the event that FINRA should deny the acceptance of the Company as sole owner of Richfield, the Agreement shall immediately lapse. If the Agreement is null and void, funds that may have been previously paid to Seller in payment any interest or work on this Agreement shall default to Seller. The Management believes it is extremely difficult to estimate the timing of the review and approval by FINRA. Since the consummation of the acquisition has not yet occurred and accordingly, the Company does not consolidate Richfield’s financial data into its financial statements.recapitalization between entities under common control.

On October 30, 2020, the Company entered into an agreement to issue a convertible promissory note (the "Note") in the principal amount of one million five hundred thousand dollars ($~~1,500,000~~)1,500,000), to the Chairman of the Board and CEO, Dr. Yung Kong Chin. The Company will pay interest from the date of issuance of the Note on the unpaid principal balance at the annual rate of interest equal to eight ~~percentage (~~8%percent (8%) per six months, such principal and interest to be payable on demand. The Note is a general unsecured obligation of the Company. At any time, the unpaid principal amount of the Note and any unpaid interest accrued thereon can be converted into the Company's common stock at $~~1.50~~$1.50 per share. However, the Note ~~had~~has not been issued and no ~~funds had~~fund has been ~~advanced~~made to the Company ~~as of~~at the date of this ~~Report.~~report. The Company and Dr. Chin anticipate that the Note will be issued in the third quarter of ~~2021.~~2023.

~~The accompanying notes are an integral part of these financial statements.~~

The ~~accompanying notes~~Company’s operations are ~~an integral part of these financial statements.~~

~~The accompanying notes are an integral part of these financial statements.~~

~~The summary of significant accounting policies of Richfield Orion International, Inc. is presented to assist~~carried out in ~~understanding of~~Malaysia and Hong Kong. Accordingly, the Company’s business, financial ~~statements. The financial statements~~condition and ~~notes are representations of the Company’s management, who is responsible for their integrity and objectivity.~~

The financial statements were prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The Company’s management believes that the following disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the annual financial statements.

~~The financial statements reflect all adjustments, consisting only of normal recurring adjustments that, in the opinion of Management, are necessary to present fairly the financial position,~~ results of operations ~~and cash flows of the Company for the periods presented. Operating results for the three and six months ended June 30, 2021 and 2020, are not necessarily indicative of the results that~~ may be ~~expected for~~influenced by the ~~years ending December 31, 2021~~political, economic and ~~2020.~~legal environments therein. In addition, the Company’s business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, rates and methods of taxation among other factors.

~~The Company was incorporated on September 1, 1998, under the laws of the State of Colorado.~~

~~The Company, located in Castle Rock, CO is a broker and dealer in securities registered with the Securities and Exchange Commission (SEC).~~ The Company is exposed to liquidity risk which is a member of Financial Industry Regulatory Authority, Inc. (FINRA) and the Municipal Securities Rule Making Board. The Company is engaged in sale of private placements and alternative investments for which it receives a fee and the facilitation of securities transactions of which it receives commissions.

~~The Company’s policy is to prepare its financial statements on the accrual basis of accounting, and accordingly, reflect all significant receivables, payables, and other liabilities.~~

~~The Company considers as cash all short-term investments with an original maturity of three months or less to be cash equivalents.~~

The Company monitors and makes allowances for the provision of doubtful accounts where it feels it is justified and warranted. At period end, based upon historical experience with the Company’s Broker and subsequent events, no allowance for doubtful accounts was required.

The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, which requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requiresrisk that the Company ~~(i) identify~~is unable to provide sufficient capital resources and liquidity to meet its commitments and business needs. Liquidity risk is controlled by the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract,application of financial position analysis and ~~(v) recognize revenue when (or as)~~monitoring procedures. When necessary, the Company ~~satisfies the performance obligation.~~

~~Commission revenues are recorded by the Company when earned on trade date basis.~~

~~The presentation of~~will turn to other financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statementsinstitutions and the ~~reported amounts~~shareholders to obtain short-term funding to meet the liquidity shortage.

The Company’s business, financial condition and results of ~~revenues~~operations may also be negatively impacted by risks related to natural disasters, extreme weather conditions, health epidemics and ~~expenses during~~other catastrophic incidents, such as the ~~reported period. Accordingly, actual results~~COVID-19 outbreak and spread, which could ~~differ from those estimates.~~significantly disrupt the Company’s operations.

The Company adopted ASC 820 “Fair Value Measurements,” which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures.

Financial instruments include cash, receivables, accounts payable and accrued expenses. The carrying values of these financial instruments approximate their fair values due to the short-term maturities of these instruments.

~~The Company has~~ evaluated subsequent events ~~subsequent to~~from the balance sheet date ~~for items requiring recording or disclosure in the financial statements. The evaluation was performed through~~to the date ~~when~~ the unaudited consolidated financial statements were available to be ~~issued. Based upon this review, the Company has determined~~issued, and concluded that ~~there were~~ no subsequent events ~~which took place~~have occurred that would ~~have a material impact on its~~require recognition or disclosure in the unaudited consolidated financial statements.

The Company recognizes and measures its leases in accordance with FASB ASC 842, Leases. The Company is a lessee in a noncancelable operating lease for office space. The Company determines if an arrangement is a lease or contains a lease, at inception of a contract and when terms of an existing contract are changed. The Company recognizes a lease liability and a right of use asset at the commencement date of the lease. The lease liability is initially and subsequently recognized based on the present value of its future lease payments. Variable payments depend on an index or a rate. The discount rate is the implicit rate if it is readily determinable or otherwise the Company uses its incremental borrowing rate. The implicit rates of our leases are not readily determinable and accordingly, we use our incremental borrowing rate based on the information available at the date for all leases. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow and amount equal to the lease payments under similar terms and in a similar economic environment. The ROU asset is subsequently measured throughout the lease term at the amount of the remeasured lease liability (i.e., present value of the remaining lease payments), plus unamortized initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received, and any impairment recognized. Lease cost for these lease payments is recognized on a straight-line basis over the lease term.

The Company has elected, for all underlying classes of assets, to not recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less at lease commencement, and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. We recognize lease cost associated with our short-term leases on a straight-line basis over the lease term.

~~The components of lease cost for the six months ended June 30, 2021 and 2020, as follows:~~

~~Pursuant to the net capital provisions of Rule 15c3-1 of the Securities and Exchange Act of 1934, the Company is required to maintain a minimum net capital of $5,000, as defined under such provisions. Net Capital and the related net capital ratio may fluctuate on a daily basis. On December 31, 2020, net capital was $61,955~~ ~~leaving excess net capital of $56,955, and~~ ~~0.76% aggregated indebtedness. On June 30, 2021, Net Capital was $62,522~~ ~~leaving excess net capital of $57,522, and~~ ~~0.60% aggregated indebtedness.~~

The Company does not have any possession or control of customer’s funds or securities. There were no material inadequacies in the procedures followed in adhering to the exemptive provisions of SEC Rule 15c3-3(k)(ii) by promptly transmitting all customer funds to the clearing broker who carries the customer accounts.

~~The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow.~~

Included in the Company’s clearing agreement with its clearing broker-dealer is an indemnification clause. This clause related to instances where the Company’s customers fail to settle security transactions. In the event this occurs, the Company will indemnify the clearing broker-dealer to the extent of the net loss on the unsettled date. At June 30, 2021, management of the Company has not been notified by the clearing broker-dealer, nor were they otherwise aware of any potential losses relating to this indemnification.

The Company with the consent of its shareholder, has elected under the Internal Revenue Code to be an S-Corp for both federal and state income tax purposes. In lieu of corporate income taxes the shareholders of an S /corporation are taxed on their share of the company’s taxable income. Therefore, no provisions or liability for the federal or state income taxes has been included in financial statements. The Company has adopted provisions of FASB Accounting Standards Codification 740-10, Accounting for Uncertainty in Income Taxes. Under ACS 740-10, the Company is required to evaluate each of its tax positions to determine if they are more likely than not to be sustained if the taxing authority examines the respective positions. A tax position includes an entity’s status including its status as a pass-through entity and the decision to not file a tax return. The Company has evaluated each of its tax positions and determined that no provision for liability for income tax positions and determined that no provision for liability for income taxes is necessary.

The Company accounts for income taxes in interim periods in accordance with FASB ASC 740-270, “Interim Reporting.” The Company has determined an estimated annual effective tax rate. The rate will be revised, if necessary, as of the end of each successive interim period during the Company’s fiscal year to its best current estimate. The estimated annual effective tax rate is applied to the year-to-date ordinary income (or loss) at the end of the interim period.

~~The accompanying notes are an integral part of these financial statements.~~

On April 30, 2020, QMIS TBS Capital Group Corp. (the "Company") entered into a Broker/Dealer Purchase Agreement (the “Agreement”) with Richfield Orion International, LLC (the “Seller”), a Colorado Limited liability company, the sole owner of Richfield Orion International, Inc. (“Richfield”), a Colorado corporation. Pursuant to the Agreement, the Company acquired ~~100% equity ownership of Richfield for $75,000~~. Richfield is engaged in business as a broker-dealer registered with the U.S. Securities and Exchange Commission (“SEC”) and with the Financial Industry Regulatory Authority (“FINRA”) The Company has paid $~~25,000~~ as an initial deposit per the Agreement. The balance of the purchase price will be due on the final closing upon the receipt of the acceptance by FINRA of the Amended Member Agreement wherein the Company is acknowledged by FINRA as the sole owner of Richfield. In the event that FINRA should deny the acceptance of the Company as sole owner of Richfield, the Agreement shall immediately lapse. If the Agreement is null and void, funds that may have been previously paid to Seller in payment any interest or work on this Agreement shall default to Seller. The Management believes it is extremely difficult to estimate the timing of the review and approval by FINRA. Since the consummation of the acquisition has not yet occurred and accordingly, the Company does not consolidate Richfield’s financial data into its financial statements.

The accompanying unaudited pro forma condensed consolidated balance sheets and the unaudited pro forma condensed consolidated statements of operations have been prepared assuming the acquisition had occurred at the beginning of the period presented.

The unaudited pro forma condensed consolidated financial statements do not necessarily represent the actual results that would have been achieved had the acquisition taken place at the beginning of the period presented, nor may they be indicative of future operations. These unaudited pro forma condensed financial statements should be read in conjunction with the companies’ respective historical financial statements and notes included thereto.

Item 2. ~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations

There are statements in this Report that are not historical facts. These ~~"forward-looking statements"~~“forward-looking statements” can be identified by use of terminology such as ~~"believe," "hope," "may," "anticipate," "should," "intend," "plan," "will," "expect," "estimate," "project," "positioned," "strategy"~~“believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy” and similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties that are beyond our control. For a discussion of these risks, you should read this entire Report carefully, especially the risks discussed under ~~"Risk~~“Risk Factors."” Although management believes that the assumptions underlying the forward-looking statements included in this Report are reasonable, they do not guarantee our future performance, and actual results could differ from those contemplated by these forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. In the light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained in this Report will in fact transpire. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. We expressly disclaim any obligation or intention to update or revise any forward-looking statements.

~~Organization~~On February 13, 2023, the Company entered into share exchange agreements with the two shareholders of QMIS Securities Capital (M) Sdn. Bhd. (“QSC”), Dr. Chin Yung Kong (the CEO of the Company and QSC) and Chin Hua Fung. The agreements involved the exchange of all outstanding shares of QSC's common stock for an equivalent number of the Company's common stock. Dr. Chin exchanged 700,070 shares of QSC's common stock, while Mr. Chin exchanged 300,030 shares of QSC's common stock. As a result of the share exchanges, the Company became the sole shareholder of QSC.

As the result of the Share Exchange (discussed above), the Company, through its wholly owned subsidiary QSC has diversified its business focus from consultancy services to investment banking and payment gateway platform through its 100% owned in QMIS Finance Limited (HK)'s subsidiaries: (i) QMIS Investment bank Limited (100% owned); and (ii) QMIS-Richwood BlackTech Sdn. Bhd. (51%). Accordingly, a discussion of the past, pre-Share Exchange financial results of QMIS Securities Capital (M) Sdn. Bhd. (“QSC”), is not pertinent, and under applicable accounting principles, the historical financial results of QMIS Finance Limited (“QFL”) and QMIS TBS Capital Group Corp. (HK) (“QTBS”), ~~a Delaware corporation (the “Company”~~the wholly owned operating subsidiary of QSC, the accounting acquirer, prior to the Share Exchange are considered the historical financial results of the Company.

QMIS Securities Capital SDN BHD (“QSC,” “we,” or “us”) was incorporated by the Companies Commission of Malaysia on January 13, 2015, under the Companies Act 1965 as a private limited company with the name Multi Securities Capital (M) SDN BHD. Subsequently, the name was changed to QMIS Securities Capital (M) SDN BHD on March 19, 2015.

On October 15, 2015, QSC acquired 69.99% equity ownership interest of QMIS World Trade International SDN BHD (“QWT”), and subsequently on November ~~21, 2019,~~27, 2015, QSC acquired anther 0.01% equity ownership interest in QWT, which was incorporated by the Companies Commission of Malaysia on 15 October 2014, under the private limited company act with the name of Santubong Business Trading SDN BHD. Subsequently, the name was changed to QMIS World Trade International SDN BHD on August 7, 2015.

On December 31, 2021, QSC acquired 100% equity ownership interest of QMIS TBS Capital Group Corporation Limited (“QTBS”), which was incorporated in Hong Kong on September 9, 2013, under the Companies Ordinance as a limited liability company under the name ~~TBS Capital Management Group Corp. The~~QMIS Huayin Finance Credit Limited. Subsequently, the name was changed to QMIS Ample Luck Financial Group Limited on July 19, 2018, and finally QMIS TBS Capital Group Corporation Limited on June 16, 2020.

On May 8, 2020, QFL, QSC, and QWT acquired 60%, 20%, and 20%, respectively, equity ownership interest in QMIS Biotech Group Berhad (“QBT”), which was incorporated by the Companies Commission of Malaysia on 8 May 2020, under the private limited company act with the name of QMIS Biotech Group Berhad. Subsequently, the name was changed to QMIS Biotech Group Berhad on May 29, 2020.

On June 22, 2020, QFL incorporated QMIS Investment Bank Limed (“QIB”) by the Labuan Financial Services Authority (LFSA) in Malaysia under the company limited by shares act with the name of QMIS Finance (L) Limited. Subsequently, the name was changed to QMIS Labuan Investment Bank Limited on March 24, 2021, and finally to QMIS Investment Bank Limited on 28 July 2022. QFL owns 100% equity ownership interest in QIB.

The current structure and operations of the Company, which is comprised of QMIS TBS Capital Group Corp as the holding company, along with its subsidiaries QSC, QFL, QTBS, QR, QIB, QGE, QBT, QWT, and QCV.

QSC, QFL, and QTBS collaborate to provide consultant services, while QR is focused on software development. Starting from early 2023, QR generates revenue from its online payment software. At present, the other companies are not engaged in any business operations.

Henceforth, for the purposes of this statement, QMIS TBS Capital Group Corp, QSC, QFL, QTBS, QR, QIB, QGE, QBT, QWT, and QCV will be referred to as the Company.

QSC is an investment holding company and involved in providing investment banking and other financial services in Hong Kong and Malaysia through its direct and indirect subsidiaries shown below:

QSC is a professional firm geared to support and provide advisory services which includes the incubations of high tech and high growth companies.

QTBS is a limited liability company incorporated and domiciled in Hong Kong. QMIS TBS Group perpetually generates ideas to grow and add value to its people, clients, shareholders, and the communities it serves. It aims to excel in dimensions such as client service and support with effective risk management and decision making.

The principal activity of QTBS is the provision of corporate advisory services which includes incubating FinTech and high growth companies. QTBS focuses on the small to middle market companies in China, Malaysia and South East Asia. It has an extensive international, national, and local network of consultants, business advisors, and directors to assist clients with business incubators: raising capital, private equity, due diligence, business valuation, merger and acquisition, accounting and market research services.

QTBS provides a wide range of corporate advisory services to its clients as follow:

QFL is an Investment Holding Company and has two subsidiaries as of August 31, 2021:

QIB is set to offer a full range of financial products and services covering investment banking, digital banking, private banking and asset management services licensed by Labuan Financial Services Authority (LOFSA), Malaysia.

Furthermore, QIB will also provide conventional investment banking services such as private placement, wealth management, and corporate finance advisory and solutions in working capital management, fund raising, IPO, and merger and acquisition consulting services to its clients.

QR is a new company established in Malaysia involved in the Electronic Payment and Transaction Enabler services with a centralized platform for various payment transactions and value-added services. QR has entered into a partnership with ManagePay Services Sdn. Bhd. (“MPay”) for the issuance of e-wallet and prepaid card services. MPay will act as the underlying technology provider and licensing for QR's payment solutions, while QR acts as a payment system enabler, providing payment infrastructure and card processing for card payment scheme owners. with QR's mobile e-wallet tied up with an international prepaid card as an addition payment option can be used by consumers at merchants for cashless transactions in various retail sectors. QR's goal is to develop comprehensive payment products and services with international payment capability and security compliance to tap into the FinTech market. We are partnering with experienced players in the payment system industry and plan to develop a Super App to upgrade the payment system infrastructure and solutions.

As of the date of this Report, QFL, QTBS, and QSC were working together to provide consultant services, while QR was engaged in the business of electronic payment solution. The other companies, QMIS Capital Venture Sdn Bhd (“QCV”), QMIS World Trade International Sdn. Bhd. (“QWT”), QMIS Biotech Group Berhad (“QBT”), and QMIS Green Energy Berhad (“QGE”) were not engaged in business as of the date of this Report.

The financial statements have been prepared on the basis that we will continue as a going concern, which assumes that we will be able to realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

The Company had working capital deficit of $1,477,165 and $1,725,668 as of March 31, 2023, and December 31, 2022, respectively. In addition, the Company had accumulated deficits of $2,779,421 and $3,013,236 as of March 31, 2023, and December 31, 2022, respectively. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time.

In order to continue as a going concern, the Company will need to secure additional capital resources. Management's plan is to obtain such resources by obtaining capital from directors/shareholders sufficient to meet its minimal operating expenses and seeking third-party equity and/or debt financing. However, it should be noted that management cannot provide any assurance that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Our results of operations have been and will continue to be affected by a number of factors, including those set out below:

Corporate consultant professional firms play a critical role in providing strategic, operational and organizational advice to businesses. Their success is influenced by a variety of internal and external factors that can positively or negatively impact their operations.

The market and competitive environment are among the most significant drivers of success for a corporate consultant professional firm. Firms must be aware of the current trends in their respective industries and the competitive landscape to remain relevant and competitive. To address this challenge, QSC must continuously innovate their services and develop new, more effective solutions to meet their clients' evolving needs. Additionally, they must maintain strong relationships with clients and establish a reputation as a trusted advisor in their industry.

The quality of talent and the ability to attract, retain, and develop top-performing employees is critical to the success of a corporate consultant professional firm. To address this challenge, firms must have a robust human resource management strategy in place that prioritizes talent management, career development, and diversity and inclusion. QSC must also provide competitive compensation and benefits packages and cultivate a positive, supportive work environment to retain top talent and attract new hires.

Keeping up with the latest industry knowledge is important for staying competitive and meeting the evolving needs of customers and users. Firms must continuously invest in training and professional development programs that support the delivery of effective solutions and services to clients. To address this challenge, QSC must have a clear human resources development strategy in place that aligns with our business goals and supports its operations. Additionally, firms must invest in training and development programs for their employees to ensure that they have the skills and knowledge necessary to effectively use technology in their work.

The quality of the research methodology used by a market research firm affects its results. Firms that use rigorous and reliable research methods are more likely to deliver accurate and relevant insights to their clients.

The ability to analyze and interpret data effectively is a key factor in the success of a market research firm. A firm that can turn raw data into meaningful insights and recommendations is more likely to deliver value to its clients. Market research firms that have a deep understanding of specific industries are more likely to deliver relevant and accurate insights. This requires a combination of knowledge and experience in the industry and an understanding of the current market trends and dynamics.

A strong client relationship is essential for the success of a consultant firm. Firms that build strong relationships with our clients are more likely to receive repeat business and positive word-of-mouth referrals.

In Malaysia, the regulation and compliance for operating an e-wallet, a payment gateway business activity is governed by the central bank of Malaysia, Bank Negara Malaysia (“BNM”). BNM oversees and regulates the payment system in Malaysia to ensure its safety, efficiency, and stability. To operate an e-wallet payment gateway business, the service provider needs to obtain an e-money issuer (EMI) license from Malaysia Central Bank (“BNM”). In addition, the operator must comply with Anti-Money Laundering (AML) and Counter Financing of Terrorism (CFT) regulations set by BNM to prevent illegal activities such as money laundering and terrorism financing. The operator will also need to comply with Personal Data Protection Act (PDPA) to ensure the security and privacy of your customers' personal and financial information.

As of the date of this Report, QR did not hold an e-money issuer (EMI) license, but instead uses the license held by ManagePay Services Sdn. Bhd. (“MPay”). QR operates as a white-label partner of MPay, utilizing MPay's e-money issuer (EMI) license, which is regulated by the Malaysia Central Bank (“BNM”). This partnership enables QR to provide e-wallet services to its customers under its own brand, while ensuring compliance with applicable regulations through MPay's license.

QR's success in the e-wallet payment solution business is dependent on its technical expertise. QR must have a deep understanding of the technology used in the payment solutions industry, and continually invest in its people and technology to remain at the forefront of the industry.

The e-wallet payment solution business is subject to strict regulations, and QR must comply with these regulations to operate successfully. QR employed a strong compliance program in place to ensure that its solutions are secure, transparent, and compliant with all relevant regulations.

QR's success in the e-wallet payment solution business is dependent on the adoption of its solutions by users. We are committed to develop payment solutions that are user-friendly, secure, and accessible to a wide range of users.

The e-wallet payment solution market is highly competitive, and QR must be able to compete effectively against other solutions providers. QR must differentiate itself from its competitors through its expertise, quality of service, and pricing strategy.

The security of user data is a critical factor in the success of QR's e-wallet payment solution business. We are committed to invest in robust security measures to ensure that user data is protected against cyber threats.

The demand for the services is constantly evolving, and QR must be able to adapt to changing market conditions. QR must be able to respond to changes in technology and the needs of its clients to remain competitive.

QR's success is dependent on the satisfaction of its clients. QR must deliver high-quality software development solutions that meet the needs of its clients and provide ongoing support to ensure their continued success.

QR's financial stability is a key factor in its success. QR must have the resources to invest in its people and technology, and maintain a healthy balance sheet to support its growth.

QR's ability to manage costs is also important to its success. QR must balance the cost of delivering high-quality software development services with the need to remain profitable.

QR may only be able to serve a smaller portion of the overall market. Additionally, geographic concentration can also lead to increased competition in a particular area, which can drive down prices and make it more difficult for us to differentiate our services from those of our competitors.

Marketing and brand awareness can greatly impact the success of an e-wallet service provider. Firms that are able to effectively market their services and build a strong brand are more likely to attract and retain users.

QR is committed continually evaluate these factors and implement strategies to overcome any risk factors that may affect its success. This may include:

A user-friendly interface and seamless transaction process are crucial for attracting and retaining users.

Establishing partnerships and integrating with merchants, banks, and other financial institutions is crucial for providing a comprehensive service and increasing adoption.

Effective marketing and user acquisition strategies are important to reach and onboard a large user base.

Ensuring compliance with regulatory requirements and obtaining necessary licenses is critical for operating legally and building trust with users.

The ability to scale the platform and handle increasing transaction volumes is crucial for long-term success.

Company needs to adopt a more diversified approach to its service offerings and consider expanding into new geographic areas. This could include investing in new infrastructure and resources, as well as developing new partnerships and strategic alliances with local businesses and organizations.

Keeping up with the latest technologies and continuously improving the platform is important for staying competitive and meeting the evolving needs of users.

Operating a Labuan FSA-licensed investment bank in Malaysia requires strict adherence to the regulations and guidelines set by the Labuan Financial Services Authority (Labuan FSA) and international regulatory bodies. A strong commitment to compliance and a robust risk management framework are essential for the success and sustainability of the business. The regulatory authority responsible for overseeing and regulating the financial services industry in the Labuan International Business and Financial Centre (IBFC). The Labuan IBFC is a special economic zone in Malaysia established to promote and develop the offshore financial services industry.

As a licensed investment bank in Labuan, Malaysia, QMIS Investment Bank Limited (”QIB”) must comply with the licensing requirements set by the Labuan FSA. This includes submitting an application for a license, providing evidence of financial stability and operational readiness, and demonstrating a strong commitment to compliance with regulatory requirements and ethical standards. In terms of ongoing compliance, QIB must adhere to the regulations and guidelines set by the Labuan FSA, including those related to financial reporting, risk management, and consumer protection. QIB will also be required to conduct periodic internal audits to ensure compliance with regulations and to identify any potential risks or areas for improvement.

Additionally, QIB must comply with international regulations and standards, such as the Basel Accords and the Financial Action Task Force (FATF) recommendations, to prevent money laundering, terrorism financing, and other illegal activities. This includes implementing and maintaining robust Anti-Money Laundering (AML) and Counter Financing of Terrorism (CFT) policies and procedures, as well as performing customer due diligence and monitoring transactions for suspicious activities.

Labuan FSA licensed investment banks operate in a highly competitive and regulated financial services market. The results of these banks are impacted by a variety of factors, including economic conditions, competition, regulatory environment and technology advancements.

The performance of investment banks is closely tied to the state of the economy. A strong economy generally leads to increased demand for investment banking services, while a weak economy can result in decreased demand. The impact of economic conditions is particularly pronounced in the investment banking industry due to its reliance on capital markets, which are subject to fluctuations based on economic performance.

The investment banking industry is highly competitive, with many players vying for a share of the market. Competition can impact the results of investment banks in several ways, including pricing pressure, increased marketing and advertising expenses, and the need to invest in technology and other resources to remain competitive. In addition, new entrants into the market can disrupt existing players by offering new products and services.

The investment banking industry is heavily regulated, with regulations affecting virtually every aspect of the business. Changes in regulations, particularly in response to economic or market conditions, can have a significant impact on the results of investment banks. For example, increased regulatory requirements may result in increased compliance costs, while changes to existing regulations may impact QIB's ability to generate revenue from certain products and services.

Technology continues to play an increasingly important role in the investment banking industry, with advances in areas such as automation, artificial intelligence and blockchain having the potential to disrupt existing business models and create new opportunities. Investment banks that fail to keep up with technology advancements may find themselves at a disadvantage compared to their competitors, while those that embrace new technologies may reap significant benefits in terms of efficiency and profitability.

The success of our business operation is impacted by a variety of factors, including economic conditions, competition, regulatory environment and technology advancements. The management strategies that are able to effectively navigate these factors and adapt to changing conditions are likely to be more successful than those that do not. To remain competitive, business model and decision must be proactive in their approach, continuously monitoring changes in the market and adapting their strategies as needed to stay ahead of the competition.

The e-payment industry in Southeast Asia is growing rapidly, driven by the region's large and growing population, increasing smartphone adoption, and favorable demographic and economic trends. According to a recent report by Google, Temasek, and Bain & Company, the e-payment market in Southeast Asia is expected to reach $300 billion by 2025, representing a significant opportunity for companies operating in this space. Southeast Asia has a young and tech-savvy population, with a large proportion of the population having access to smartphones and internet services. This has led to the growth of online commerce and digital financial services, including e-payments, in the region. According to the same report, e-commerce sales in Southeast Asia are projected to reach $300 billion by 2025, representing a significant portion of the overall e-payment market.

The e-payment industry in Southeast Asia is highly competitive, with several major players vying for market share. Some of the key players in the region include Grab, Gojek, Razer, Sea Limited, and Singtel. These companies offer a range of services, including ride-hailing, food delivery, mobile payments, and digital wallets. In terms of growth, the e-payment market in Southeast Asia is expected to grow at a rapid pace over the next few years, driven by increasing adoption of digital financial services, the expansion of e-commerce, and the growth of the region's young and tech-savvy population.

Overall, the e-payment industry in Southeast Asia presents a significant opportunity for companies looking to enter this market. With a large and growing population, increasing smartphone adoption, and favorable demographic and economic trends, the region is poised for continued growth in the e-payment space.

The pandemic has resulted in widespread economic disruption and uncertainty, which has caused many organizations to reduce their budgets and spending on consulting services. Additionally, the shift to remote work and the need to rapidly adapt to changing circumstances has created new challenges and opportunities for consulting and investment banking firms.

The COVID-19 pandemic has had a negative impact on our consulting business segment, primarily due to our main client base and revenue being generated from Malaysia and Hong Kong. The uncertain economic conditions, travel restrictions, and quarantines have impeded our ability to contact clients and build trust, leading to a decrease in demand for our services. The operations of our clients have also been negatively impacted, further exacerbating the situation. Although the full impact of the pandemic is difficult to predict, the prolonged nature of the pandemic and potential mutations of the virus poses significant uncertainties that may materially and adversely affect our business, results of operations, and financial condition.

To mitigate these impacts, we have adapted our operations to a virtual or remote-based model, while also finding ways to help clients address the unique challenges posed by the pandemic. Despite these challenges, the investment banking and consulting industry is likely to remain an important source of support and expertise for organizations as they navigate this crisis and beyond.

The lockdowns, quarantines, and travel restrictions have led to a shift towards digital and online transactions, resulting in increased adoption of e-wallet services as people opt for contactless and cashless payment options. This has created new opportunities for e-wallet providers to grow their market share and attract new users. On the retail side, the pandemic has led to store closures and reduced foot traffic, causing many brick-and-mortar retailers to shift their focus towards online sales and e-commerce. This has put pressure on retailers to enhance their digital capabilities and develop new strategies to reach customers through online channels. However, any resurgence of the pandemic could have a negative impact on consumer spending and lead to further reductions in retail sales and e-wallet transaction volume as well.

The ongoing Russia-Ukraine war may have some indirect effects on the consultant firm, investment banking, and e-wallet business in Malaysia and the Asia Pacific region. Conflict in the region can lead to geopolitical tensions, economic uncertainty, inflation, rise of interest rate and decreased investor confidence, which could negatively impact the consulting and investment banking industries as clients become more cautious with their spending. In the e-wallet sector, the impact may be limited, as e-wallet services are less dependent on geopolitical stability and more on consumer adoption and usage. However, if the conflict escalates and leads to a broader

economic slowdown in the region, it could lead to decreased consumer spending and negatively impact the e-wallet industry. It is important to note that the extent of the impact will depend on the evolution of the conflict and its impact on the global economy.

QSC adopted Accounting Standards Codification (“ASC”) 606 upon inception. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, QSC performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

During the current reporting period, we did not make any significant changes to our revenue recognition policies and practices. However, we continue to monitor changes in accounting principles and regulations to ensure that our policies and practices are up-to-date and in compliance with current accounting standards.

QSC, QFL, and QTBS work together to provide business consultant services to customers. The revenue is recognized at the point in time when the consultant services promised are performed and accepted by the customers, which is generally when the consultant project is delivered and accepted by the customer. Our services include management and strategic planning, organizational development and implementation support, merger and acquisition, valuation report, industry and market survey and business incubation.

Our consulting services are generally provided over a period of several months, and we perform the services specified in our contracts with clients. We monitor the progress of our consulting projects on an ongoing basis to ensure that we are on track to meet our obligations under our contracts. If we determine that we will not be able to meet the requirements of a contract, we will take the necessary steps to renegotiate the terms of the contract with the client or make other arrangements to ensure that we can meet our obligations.

QR provides customers with software development and support service pursuant to their specific requirements, which primarily compose of custom application development, supporting, and training. QSC generally recognized revenue at a point in time when control is transferred to the customers and QSC is entitled to the payment, or when the promised services are delivered and accepted by the customers.

Payments for services received in advance in accordance to the contract is recognized as deferred revenues when received.

Cost of revenues primarily consists of salaries and related expenses (e.g. bonuses, employee benefits, statutory pension contribution, and payroll taxes) for personnel directly involved in the delivery of services and products directly to customers. In addition, general and administrative expenses include outside consulting, legal and accounting services, and facilities and other supporting overhead costs.

ASC 220 “Comprehensive Income” established standards for reporting and display of comprehensive income/loss, its components and accumulated balances. Components of comprehensive income/loss include net income/loss and foreign currency translation adjustments. The component of accumulated other comprehensive income (loss) consisted of foreign currency translation adjustments.

Customer accounts typically are collected within a short to medium period of time, and based on its assessment of current conditions and its experience collecting such receivables, management believes it has no significant risk related to accounts receivable.

Research and development expenses consist primarily of fees we are being charged for developing the source code of the software platform enabling us to build new products as well as improve existing products. We expense substantially all of our research and development costs as they are incurred.

Results of Operations for the Three Months Ended March 31, 2023 Compared to the Three Months Ended March 31, 2022.

The following table summarizes the results of our operations during the Three Months Ended March 31, 2023 and 2022, respectively, and provides information regarding the dollar and percentage increase or (decrease) during such years:

The Company recorded net income of $234,276 for the three months ended March 31, 2023, as compared to a net loss of $1,538,785 in the prior year ended March 31, 2022. The increase in net income is primarily due to increase in revenue of $85,214, decrease in cost of revenues of $974,176 and decreased in general administrative expenses by $626,923 compared to the prior year.

Our different revenue sources for the three months ended March 31, 2023 and March 31, 2022, were as follows:

For the three months ended March 31, 2023, the Company recorded a total revenue of $807,545, marking a notable 12% increase compared to the same period in the prior year.

The primary driver of this revenue growth was the consultant services segment, which accounted for $776,347 or 96% of the total revenue. This segment exhibited strong performance, experiencing a substantial increase of $144,669 or 23% compared to the prior year. The growth in consultant services revenue can be attributed to the Company's ability to meet the increased demand for its services.

However, the revenue from software development – related parties amounted to $31,198 or 4% of the total revenue. This segment witnessed a significant decline of $59,455 or 66% compared to the prior year. This decline was mainly attributed to the absence of sales related to a one-off successful APP developed in the corresponding period of the prior year.

The following table sets forth the breakdown of our total cost of sales for the three months ended March 31, 2023 and March 31, 2022:

For the three months ended March 31, 2023, the Company achieved a significant 87% decrease in total cost of sales, amounting to $140,214, compared to the prior year. This was driven by substantial reductions in both the cost of consultant services and software development.

Cost of consultant services decreased by $929,954, or 89% to $120,817 in the three months ended March 31, 2023, from $1,050,771 in the three months ended March 31, 2022, primarily attributable to a decrease $911,693 in consultant costs and labor costs directly related the consultant services. The cost of software development declined by $44,222 or 70% to $19,397 in the three months ended March 31, 2023, from $63,619 in the three months ended March 31, 2022, mainly due to the absence of sales related to a specific App developed in the prior year.

The gross profit performance for the three months ended March 31, 2023, showed a significant improvement compared to the same period in 2022. The company achieved a gross profit of $667,331, a $1,059,390 increase from the prior year's loss. This improvement can be attributed to a 12% revenue growth and a substantial 87% decrease in the cost of revenues. The gross profit margin increased from -54% to 83%.

The following table sets forth the breakdown of our total operating expenses for the three months ended March 31, 2023 and 2022:

The total general and administrative expenses for the year ended March 2023 amounted to $415,976, marking a substantial 60% decrease compared to the prior year's $1,042,899. This significant reduction in expenses can be attributed to several key factors.

Firstly, management fees paid to our related party, QMIS Finance Limited (QFL), for general and administrative services decreased by $537,617 or 65% compared to the previous year. Secondly, the absence of corporate advisory fees for setting up the investment banking operational unit resulted in a decrease of $87,000 in consultant fees. Furthermore, the absence of $20,000 in management fees paid to management team of Richfield Orion.

For the three months ended March 31, 2023, the Company recorded a total of $2,046 in other income, reflecting a significant decrease of $5,148 or 72% compared to the prior year. This decrease primarily attributed to a decrease in gain on foreign currency transactions.

The provision for income taxes for the three months ended March 31, 2023, amounted to $19,125, representing a decrease of $91,896 or 83% compared to the prior year.

The Company reported a net income of $234,276 for the three months ended March 31, 2023. This represents a significant improvement compared to the prior year's net loss of $1,538,785 for the factors mentioned above.

As refer to our company structure, we have non-controlling interest in our equity. Accordingly, we recorded non-controlling interest income attributable to the non-controlling interest. The net income attributable to non-controlling interests amounted to $461 for the three months ended March 31, 2023. This represents a decrease of $7,918 or 94% compared to the prior year.

As a result of the foregoing, we reported a net income attributable to QMIS TBS Capital Group Corp. ~~on February 10, 2020.~~

~~The Company is authorized to issue 750,000,000 shares~~ of ~~common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share.~~

The Company was incorporated by Dr. Timo Strattner, our Chief Financial Officer. The business plan of the Company at the time of formation initially was two-pronged: first, to raise initial capital to acquire a US-based registered broker dealer firm; and second, to work with foreign businesses to help provide access to the US capital markets, either through business combination transactions, assistance with US-based securities offerings, or other transactions structures. Dr. Strattner has worked in the financial markets as an asset and fund manager, sales trader in equity and derivatives, and as a securities analyst. He also has served in various interim executive roles with international exposure as turnaround and growth specialist. Dr. Strattner brought his connections to markets in the UK and Hong Kong to the Company, as well as his background in equities and derivatives trading.

In early 2020, Dr. Strattner entered into negotiations with Dr. Yung Kong Chin. Dr. Chin is the Managing Director of QMIS Capital Finance. Since 2002, Dr. Chin has devoting most of his time advising Chinese clients on financial restructuring, pre-audit evaluation before going public, pre-IPO investment strategies, and on the process of going public in the United States. Dr. Chin expressed an interest in working with the Parent Company to help provide access to the US capital markets to various international clients and contacts.

In connection with Dr. Chin’s appointment as Chief Executive Officer and Director of the Company, the Company’s name was changed to QMIS TBS Capital Group Corp. on February 10, 2020. The Company operates through its subsidiary in the financial services industry.

~~As discussed below, the Company has a relationship that the Company intends to develop into a parent-subsidiary relationship: Richfield Orion International, Incorporated.~~

On April 30, 2020, the Company and Richfield Orion, International, LLC (the “Seller”) entered into a Broker Dealer Purchase Agreement for the purchase by the Company of Richfield Orion International, Incorporated (“Richfield”), a broker-dealer registered with the U.S. Securities and Exchange Commission (the “SEC”) and with the Financial Industry Regulatory Authority (“FINRA”). The Company has paid to the Seller $25,000 as an initial deposit per the Agreement, via loan from Dr. Yung Kong Chin, our CEO. The balance of the purchase price will be due to the Seller on the final closing, which is contingent upon the receipt of the acceptance by FINRA of the Amended Member Agreement wherein the Company is acknowledged by FINRA as the sole owner of Richfield. In the event that FINRA should deny the acceptance of the Company as sole owner of Richfield, the Agreement shall immediately lapse, and funds that may have been previously paid to Seller in payment any interest or work on this Agreement shall default to Seller. While our management does not anticipate that FINRA would deny the acceptance of the Company as the sole owner of Richfield, there can be no guarantee that FINRA will agree to the change of ownership of Richfield.

Until such FINRA approval has been obtained, the Company and Richfield have executed a form of Management/Operations Development Consultation Agreement (the “Management Agreement”). Pursuant to the Management Agreement, Richfield agreed to provide consulting services to the Company, including the following:

The Company agreed to work with Richfield to delineate a desired joint operational structure; identify desired joint future business goals; prioritize funding needs of initial joint setup; define targets for anticipated initial entry or expansion of the joint business operations; describe talents/skills needed to adequately pursue defined business targets; and identify and delineate expected business revenue sources for use by the joint business operation.

As noted, the Company and Richfield anticipate that the Management Agreement will govern the relationship of the two entities until such time as the Company receives the final approval from FINRA of the change of ownership of Richfield. Management of the Company and of Richfield anticipate that once FINRA approval and acknowledgement of the Company as the sole owner of Richfield is obtained, the agreement will be terminated, and Richfield will operate as a subsidiary of the Company.

The Company and Richfield plan to file for FINRA approval following the effectiveness of a registration statement filed with the Securities and Exchange Commission. Until FINRA approval is obtained, the Company and Richfield entered into the Management Agreement to describe the relationship between and the operations of the two entities. Management of the Company and of Richfield anticipate that once FINRA approval and acknowledgement of the Company as the sole owner of Richfield is obtained, the Management Agreement will be terminated, and Richfield will operate as a subsidiary of the Company. Because the Company has paid the initial purchase amount, the Company considers Richfield to be its subsidiary entity. Despite the transaction’s not having closed, the Company has included Richfield’s financial statements pursuant to Rule 8-04 of Regulation S-X, and the pro forma financial information pursuant to the Rule 8-05 of Regulation S-X.

Richfield is an independent financial services firm, offering diversified and comprehensive quality products and services since 2008. Richfield exists to help its clients meet their individual and professional objectives. Headquartered in Castle Rock, Colorado, Richfield was designed to meet the needs of the discerning investors and independent securities professionals.

Richfield’s service is based on the concept that clients and successful representatives deserve a brokerage system with leading edge investment and advisory programs, modest charges, and fair clearing costs for commission-based business.

Richfield maintains a comprehensive range of investment products and provides the products to fit most client needs. As an independent representative within Richfield’s network, its representatives have the freedom to select the products that best represent their client without the pressure to place proprietary products. Although Richfield’s representatives are independent, they are not alone. As a representative of Richfield, reps receive impeccable back-office support and personalized service. Stellar service includes product and service education, supervisory training, and regular broker/dealer conferences for all.

Through our operation of Richfield, we will be subject to the SEC’s Uniform Net Capital Rule (Rule 15c3-1), which, among other things, requires the maintenance of minimum net capital. Richfield Orion International Inc is subject to the SEC’s Uniform Net Capital Rule (Rule 15c3-1), which, among other things, requires the maintenance of minimum net capital. At April 26, 2020, Richfield had net capital of $50,000, which was $45,000, in excess of its required net capital of $5,000.

The accompanying financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception and had accumulated a deficit of $312,5241 as of June 30, 2021. The Company requires capital for its contemplated operational and marketing activities. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties. Our net operating losses increase the difficulty in meeting such goals and there can be no assurances that such methods will prove successful. Our financial statements contain additional note disclosures describing the management's assessment of our ability to continue as a going concern.

~~Three Months Ended June 30, 2021, compared to the Three Months Ended June 30, 2020~~

During the three months ended June 30, 2021, we generated revenues of $0, the same as during the three months ended June 30, 2020, as the Company had not generated any revenue since its inception on November 21, 2019.

Operating expenses, including directors’ fees, professional fees, and other general and administrative expenses, during the three months ended June 30, 2021, were $69,331 compared to $87,356 during the three months ended June 30, 2020. In the three months ended June 30, 2021, the professional fees decreased $18,025, as our Form S-1 became effective.

During the three months ended June 30, 2021, the Company incurred net loss of $69,331, compared to net loss of $87,356 during the three months ended June 30, 2020. The decrease in the net loss of $18,025$233,815 for the three months ended ~~June 30, 2021, was due to the decrease~~March 31, 2023, representing a $1,780,979 or 115% increase from a net loss of ~~professional services~~$1,547,164 for the ~~SEC filings.~~three months ended March 31, 2022.

As of March 31, 2023, we had $429,485 in cash as compared to $187,437 as of December 31, 2022.

In assessing our liquidity, management monitors and analyzes our cash, our ability to generate sufficient revenue in the future, and our operating and capital expenditure commitments. We believe that our current cash and cash flows provided by operating activities, borrowings from our principal shareholders will be sufficient to meet our working capital needs in the next 12 months from the date the audited financial statements were issued. The Company remains focused on optimizing its cash flow, effectively managing its operations, and strategically deploying capital to support its growth initiatives.

The following table sets forth summary of our cash flows as of March 31, 2023 and 2022:

Net cash provided by operating activities was $249,877 in the three months ended March 31, 2023, as compared to the ~~Six Months Ended June 30, 2020~~

~~During the six months ended June 30, 2021, we generated revenues of $0, the same as during the six months ended June 30, 2020, as the~~ Company had ~~not generated any revenue since its inception on November 21, 2019.~~

Operating expenses, including directors’ fees, professional fees, and other general and administrative expenses, during the six months ended June 30, 2021, were $106,136, compared to $117,896 during the six months ended June 30, 2020. In the six months ended June 30, 2021, while the directors’ fee decreased $30,000, the professional fees increased $16,830, and other general and administrative expenses increased $1,410, due to the professional services for the SEC filings.

~~During the six months ended June 30, 2021, the Company incurred~~a net loss of $106,136, compared to net loss of $117,896 during the six months ended June 30, 2020. The decrease in the net loss of $11,760 for the six months ended June 30, 2021, was due to the increase of professional services for the SEC filings, which was partially offset by the decrease of directors’ fees.

~~As of June 30, 2021, and December 31, 2020, we had a cash balance of $0, as the Company does not keep a bank account and our executive officers have funded the Company’s operations to date.~~

~~Net~~ cash used in operating activities was $52,870 during the six months ended June 30, 2021, compared to $5,540 in the six months ended June 30, 2020. The increase was primarily attributable to the operating loss as mentioned above, and the decrease in cash inflow on accrued expenses of ~~$29,090.~~

We neither generated nor used cash in investing activities during the six months ended June 30, 2021, as compared to the cash used by investing activities of $25,000 in the six months ended June 30, 2020, which was paid to the shareholder of Richfield as the initial deposit for the acquisition of Richfield.

Net cash provided by financing activities was $52,870 in the six months ended June 30, 2021, compared to $30,540 in the six months ended June 30, 2020. In the current period, we needed more loans from our executive officers to pay the expenses relating to the SEC filings.

As of June 30, 2020, we had cash and cash equivalents of $0. We have historically financed our operations primarily through debt and equity investments from shareholders and directors. It is expected to take longer than 12 months to reach a break-even position. The Company cannot make any guarantee that it will be successful in obtaining funding from any sources or any additional financing or that the terms will be favorable to the Company.

~~Three Months Ended June 30, 2021, compared to three months ended June 30, 2020~~

During the three months ended June 30, 2021, Richfield had revenues of $151,621 as compared to revenues of $126,723 during the three months ended June 30, 2020. This increase is mostly attributable to the increase of $14,955 in commission income, or a 12% increase, due to the continuous effort to increase deals transacted to recover from the downturn caused by COVID-19.

~~Operating expenses were $144,331 for the three months ended June 30, 2021, compared to $125,037~~$1,250,428 in the three months ended ~~June 30, 2020. The increase is mostly attributable to~~March 31, 2022, primarily consisting of the ~~increase~~following:

ii.Increase of $4,850 in ~~commission paid, or a 15% increase,~~accrued expenses, due to ~~the continuous effort~~increase in professional expenses related to ~~increase deals transacted to recover~~SEC filings.

iii.Increase of $4,786 in deferred revenue from ~~the downturn caused by COVID-19.~~a related party.

For the three months ended ~~June 30, 2021,~~March 31, 2023, net cash used in investment activities was ~~$7,290,~~$1,245, as compared to a net ~~income of $1,686~~cash used in investing activities amounted to $369 in the three months ended ~~June 30, 2020. The increase was due to~~March 31, 2022, primarily consisting of the ~~continuous effort to increase deals transacted to recover from the downturn caused by COVID-19.~~purchase of fixed assets of $1, 245.

~~Six Months Ended June 30, 2021, compared to six months ended June 30, 2020~~Financing Activities

During the six months ended June 30, 2021, Richfield had revenues of $368,863 as compared to revenues of $274,481 during the six months ended June 30, 2020. This increase is mostly attributable to the increase of $94,382 in commission income, or a 34% increase, due to the continuous effort to increase deals transacted to recover from the downturn caused by COVID-19.

Operating expenses were $349,577 for the six months ended June 30, 2021, compared to $272,358 in the six months ended June 30, 2020. The increase is mostly attributable to the increase of $79,380 in commission paid, or a 37% increase, due to the continuous effort to increase deals transacted to recover from the downturn caused by COVID-19. The increase in commission was partially offset by decrease in professional fees by $8,412, or 63% decrease.

Net income for the six months ended June 30, 2021, was $19,286, compared to a net income of $2,123 in the six months ended June 30, 2020. The increase was due to the increase in deals transacted to recover from the downturn caused by COVID-19.

~~As of June 30, 2021, Richfield had cash and cash equivalents of $51,290, compared to $49,940 at December 31, 2020. The increase is mostly due to the profit in the six months ended June 30, 2021.~~

Net cash provided by operating was $22,325 in the six months ended June 30, 2021, as compared to $2,881 in the six months ended June 30, 2020. The increase is mostly due to the profit in the six months ended June 30, 2021, and the cash inflow on broker receivable of $12,319, which was partially offset by the cash outflow on accrued expenses of $9,280

Net cash used in financing activities infor the ~~six~~three months ended ~~June 30, 2021, was $20,975,~~March 31, 2023, amounted to $3,144, as compared to net cash ~~used~~provided by financing activities ~~of $4,100~~ in the ~~six~~three months ended ~~June 30, 2020. While Richfield had a net income~~March 31, 2022, primarily consisting of repayment of $89,559 for loans from related parties, offset by proceeds of $86,415 from loans from related parties.

The Company has operating leases for corporate offices, employees’ accommodation, and ~~we distributed more funds~~office equipment. These leases have initial lease terms of 12 months to ~~our members in 2021, Richfield needed capital contributions from our members~~5 years. The Company has elected not to ~~maintain our business in 2020.~~recognize lease assets and liabilities for leases with an initial term of 12 months or less.

As of ~~June 30, 2021, Richfield had cash of $51,290 including restricted cash of $50,000.~~March 31, 2023, future minimum lease payments under the non-cancelable lease agreements are as follows:

The Company’s significant accounting policies are presented in the Company’s notes to financial statements which are contained in this filing. The significant accounting policies that are most critical and aid in fully understanding and evaluating the reported financial results include the following:

The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of America. These principals require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates.

The Company ~~does~~had working capital deficit of $1,477,165 and $1,725,668 as of March 31, 2023, and December 31, 2022, respectively. In addition, the Company had accumulated deficits of $2,779,421 and $3,013,236 as of March 31, 2023, and December 31, 2022, respectively. These factors among others raise substantial doubt about the ability to continue as a going concern for a reasonable period of time.

In order to continue as a going concern, The Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources by obtaining capital from directors/shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not ~~expect~~include any adjustments related to the ~~adoption~~recoverability and classification of ~~recently issued accounting pronouncements~~assets or the amounts and classification of liabilities that might be necessary should the Company be unable to ~~have~~continue as a ~~significant impact on~~going concern.

The Company adopted ASC 606 upon inception. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the ~~Company's results~~consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ~~operations, financial position~~ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

QR provides customers with software development and support service pursuant to their specific requirements, which primarily compose of custom application development, supporting, and training. The Company generally recognized revenue at a point in time when control is transferred to the customers and the Company is entitled to the payment, or ~~cash flow.~~when the promised services are delivered and accepted by the customers.

Payments for services received in advance in accordance with the contract are recognized as deferred revenues when received.

As a Smaller Reporting Company, the Company is not required to include the disclosure under this Item.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report, ~~June 30, 2021.~~March 31, 2023. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange ~~Commission's~~Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our ~~company's~~company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure.

Based upon that evaluation, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this report due to the following material weaknesses in our internal control over financial reporting, many of which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) inadequate control activities and monitoring processes over financial reporting. Management will continue to work to improve the Company’s disclosure controls and procedures throughout ~~2021.~~2023.

There were no changes in our internal control over financial reporting during the quarter ended ~~June 30, 2021,~~March 31, 2023, that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

From time to time, the Company may become involved in lawsuits and other legal proceedings that arise in the course of business. Litigation is subject to inherent uncertainties, and it is not possible to predict the outcome of litigation with total confidence. The Company is currently not aware of any legal proceedings or potential claims against it whose outcome would be likely, individually or in the aggregate, to have a material adverse effect on the Company’s business, financial condition, operating results, or cash flows.

On February 13, 2023, the two shareholders of all 1,000,100 of the outstanding shares of common stock of QMIS Securities Capital (M) Sdn. Bhd. (“QSC”) entered into share exchange agreements (the “Share Exchange Agreements”) with the QMIS TBS Capital Group (“QMIS TBS”). The two QSC shareholders were Dr. Chin Yung Kong, the Chief Executive Officer of QMIS TBS, and Chin Hua Fung, Dr. Chin’s son.

Dr. Chin exchanged 700,070 shares of QSC common stock for 700,070 shares of QMIS TBS common stock. Mr. Chin exchanged 300,030 shares of QSC common stock for 300,030 shares of QMIS TBS common stock. Pursuant to the Share Exchange Agreements, QMIS TBS became the sole shareholder of QSC.

The 1,000,100 shares of QMIS TBS common stock were issued without registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and rules and regulations promulgated under the 1933 Act.

*The XBRL related information in Exhibit 101 shall not be deemed ~~"filed"~~“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	For the Three Months Ended
	March 31,	March 31,
	2023	2022

Cash Flows from Operating Activities

Net loss	`$234,276`	`$(1,538,785)`
Adjustments to reconcile net loss
Depreciation	`1,136`	`1,201`
Amortization of operating lease right-of-use assets	`6,068`	`5,881`
Written off initial deposit for acquisition	`-`	`-`
Changes in assets and liabilities
Accounts receivable	`2,052`	`148,563`
Prepaid expenses	`(343)`	`53,889`
Contract security deposit	`-`	`1,230`
Accounts payable	`(615)`	`(1,908)`
Accrued expenses	`4,850`	`(32,137)`
Taxes payable	`1,680`	`111,060`
Deferred revenue	`4,786`	`6,372`
Operating lease liabilities	`(4,013)`	`(5,794)`
	`-`	`-`
Net cash used by operating activities	`249,877`	`(1,250,428)`

Cash Flows from Investing Activities
Purchase of property and equipment	`(1,245)`	`(369)`
Net cash provided (used) by investing activities	`(1,245)`	`(369)`

Cash Flows from Financing Activities
Shareholders capital contribution	`-`	`999,975`
Proceeds from related parties	`86,415`	`96,541`
Repayment to related parties	`(89,559)`	`(984,218)`
Net cash provided (used) by financing activities	`(3,144)`	`112,298`

Effect on changes in foreign exchange rate	`(3,440)`	`(2,127)`
Increase (decrease) in cash	`242,048`	`(1,140,626)`
Cash at beginning of period	`187,437`	`1,409,794`
Cash at end of period	`$429,485`	`$269,168`

Supplemental Disclosures of Cash Flow Information:
Cash paid during the year for:
Interest	`$-`	`$-`
Income tax	`$-`	`$-`

	Period Covered	Balance Sheet Date Rates	Average Rates

Three months ended March 31, 2023		7.8499	7.8391
Three months ended March 31, 2022		7.8325	7.8055

USD$1 = MYR
	Period Covered	Balance Sheet Date Rates	Average Rates

Three months ended March 31, 2023		4.4130	4.3872
Three months ended March 31, 2022		4.2019	4.1918

Office equipment and furniture	10 years
Computers and printers	2.5 years
Leasehold improvements	5 years (lease term)

	~~Level 1:~~	~~Unadjusted quoted prices in active markets for identical assets or liabilities.~~

	~~Level 2:~~	Input other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company.

	~~Level 3:~~	~~Unobservable inputs. Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability.~~


	June 30,			December 31,
	2021			2020
ASSETS		(Unaudited)
Current Assets:
Initial deposit for acquisition agreement (Note 10)	$	25,000		$	25,000
Total Current Assets		25,000			25,000

Total Assets	$	25,000		$	25,000

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accrued expenses (Note 6)	$	188,289		$	135,023
Due to related parties (Note 7)		119,252			66,382
Total Current Liabilities		307,541			201,405

Total Liabilities		307,541			201,405

Commitments and Contingencies (Note 9)		—			—

Shareholders' Equity:
Common stock, par value $0.0001, 750,000,000 shares authorized; 300,000,000 shares and 0 shares issued and outstanding as of June 30, 2021 and December 31, 2020		30,000			30,000
Additional paid-in capital		0			0
Retained Earnings (Accumulated deficit)		(312,541	)		(206,405	)
Total Shareholders' Equity (Deficit)		(282,541	)		(176,405	)
Total Liabilities and Shareholders' Equity (Deficit)	$	25,000		$	25,000


	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2021			2020			2021			2020
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenue
Sales	$	—		$	—		$	—		$	—
Cost of Goods Sold		—			—			—			—
Gross Profit		—			—			—			—

Operating Expenses
Directors' fees		—			—			—			30,000
Professional fees		69,331			87,356			104,636			87,806
Other general and administrative expenses		—			—			1,500			90
Total Operating Expenses		69,331			87,356			106,136			117,896

Loss from Operations		(69,331	)		(87,356	)		(106,136	)		(117,896	)

Loss before Provision for Income Tax		(69,331	)		(87,356	)		(106,136	)		(117,896	)

Provision for Income Tax		—			—			—			—

Net Loss	$	(69,331	)	$	(87,356	)	$	(106,136	)	$	(117,896	)

Other comprehensive income (loss)		—			—			—			—
Total comprehensive income (loss)	$	(69,331	)	$	(87,356	)	$	(106,136	)	$	(117,896	)

Basic and Fully Diluted Loss per Share	$	0		$	0		$	0		$	0

Weighted average shares outstanding		300,000,000			300,000,000			300,000,000			229,120,879


	Common Stock
	$0.0001 Par Value				Additional		Earnings			Shareholders'
	Shares		Amount		Paid-in Capital		(Accumulated Deficit)			Equity (Deficit)

Balances at January 1, 2021		300,000,000	$	300,000,000	$	—	$	(206,405	)	$	(176,405	)

Net income		—		—		—		(36,805	)		(36,805	)


Balances at March 31, 2021 (Unaudited)		300,000,000	$	300,000,000	$	—	$	(243,210	)	$	(213,210	)

Net income		—		—		—		(69,331	)		(69,331	)


Balances at June 30, 2021 (Unaudited)		300,000,000	$	300,000,000	$	—	$	(312,541	)	$	(282,541	)




Balance at January 1, 2020		—	$	—	$	—	$	(424	)	$	(424	)

Common stock issued for directors' fee		300,000,000		30,000		—		—			30,000

Net income		—		—		—		(30,540	)		(30,540	)


Balance March 31, 2020		300,000,000	$	30,000	$	—	$	(30,964	)	$	(964	)

Net income		—		—		—		(87,356	)		(87,356	)


Balance June 30, 2020 (Unaudited)		300,000,000	$	30,000	$	—	$	(118,320	)	$	(88,320	)

Accounts payable consist of the following:
		March 31,		December 31,
		2023		2022

Accounts payable	$	-	$	10,840
Accounts payable-related parties*		32,857		22,726
Total	$	32,857	$	33,566

Accrued expenses consist of the following:
		March 31,		December 31,
		2023		2022

Accrued pension and employee benefit	$	36,390	$	32,651
Accrued professional fees		138,867		140,001
Accrued office expenses		10,634		8,601
Total	$	185,891	$	181,253

Taxes payable consist of the following:
		March 31,		December 31,
		2023		2022

Malaysia income taxes payable	$	98,268	$	115,947
Malaysia services taxes payable		170,254		170,750
Hong Kong income taxes payable		745,074		730,479
Total	$	1,013,596	$	1,017,176

Name of Related Party		Nature of Relationship

Mr. Yung Kong Chin		A director of the Company.
Mr. Hua Fung Chin		A director of the Company, and son of Mr. Yung Kong Chin.
Mr. Ting Teck Sheng		A director of the Company.
Ms. Tingting Gu		A director of the Company.
Richwood Ventures Berhad		A Malaysia company, Mr. Ting Teck Sheng is a director.
Panpay Holdings SDN BHD		A Malaysia company Mr. Ting Teck Sheng is a director.
Pantop Venture Capital SDN BHD		A Malaysia company owns 40% of QMIS Richwood Blacktech SDN BHD
Pantop Millennium SDN BHD		A Malaysia company owns 3% of QMIS Richwood Blacktech SDN BHD
QMIS Financial Group Limited		A Hong Kong company, Mr. Yung Kong Chin is a director.
QMIS Asset Management Limited		A Hong Kong company, Ms. Tingting Gu is a director.

Schedule of due to related parties
	June 30, 2021 (Unaudited)		December 31, 2020
Dr. Yung Kong Chin, CEO	$	117,493	$	65,418
Dr. Timo Strattner, CFO		1,759		964
Total	$	119,252	$	66,382

	~~Level 1~~	~~inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets~~

	~~Level 2~~	inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments.

	~~Level 3~~	~~inputs to the valuation methodology are unobservable and significant to the fair value.~~

Schedule of lease cost
	For the Six Months Ended June 30,
	2021 (unaudited)		2020 (unaudited)
Operating lease cost	$	14,584	$	15,108
Variable lease cost		—		—
Short term lease cost		—		—
Total lease cost	$	14,584		15,108

Schedule of operating leases
	June 30,		December 31,
	2021		2020
	(unaudited)
Operating lease ROU assets	$	73,191	$	85,105
Operating lease liabilities	$	73,191	$	85,105


	QMIS TBS CAPITAL GROUP CORP.			RICHFIELD ORION INTERNATIONAL, INC.			Pro Forma Adjustments				Pro Forma Consolidated Balance Sheet
ASSETS
Current Assets:
Cash and cash equivalents	$	—		$	49,940						$	49,940
Broker receivable,		—			58,974							58,974
Contract security deposit		—			2,256							2,256
Initial deposit for acquisition agreement		25,000			—			(b)	(25,000	)		—
Total Current Assets		25,000			111,170							111,170

Noncurrent Assets
Right-of-use assets		—			85,105							85,105
Total Noncurrent Assets		—			85,105							85,105

Total Assets	$	25,000		$	196,275						$	196,275

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	—		$	369						$	369
Accrued liabilities		—			46,590							46,590
Accrued expenses		135,023			—							135,023
Due to related parties		66,382			—							66,382
Operating lease liabilities		—			24,317							24,317
Total Current Liabilities		201,405			71,276							272,681

Noncurrent Liabilities
Operating lease liabilities		—			60,788							60,788
Total Noncurrent Liabilities		—			60,788							60,788

Total Liabilities		201,405			132,064							333,469

Commitments and Contingencies (Note 8)		—			—							—

Shareholders' Equity:
Common stock, par value $0.0001, 750,000,000 shares authorized; 300,000,000 shares issued and outstanding		30,000										30,000
Capital Stock, no par value, 100,000 shares authorized; 1,000 shares issued and outstanding		—			52,589			(a)	(52,589	)		—
Additional paid-in capital		—			62,482			(a)	52,589
								(b)	(25,000	)		90,071
Retained Earnings (Accumulated deficit)		(206,405	)		(50,860	)						(257,265	)
Total Shareholders' Equity (Deficit)		(176,405	)		64,211							(137,194	)
Total Liabilities and Shareholders' Equity (Deficit)	$	25,000		$	196,275						$	196,275

		For the Three Months ended March 31,
		2023			2022			Variance
		Amount	% of Revenue		Amount	% of Revenue		Amount	%

REVENUE	$	807,545	100%	$	722,331	100%	$	85,214	12%
COST OF REVENUES		140,214	17%		1,114,390	154%		(974,176)	-87%
GROSS PROFIT		667,331	83%		(392,059)	-54%		1,059,390	270%

Operating expenses:
General Administrative Expenses		415,976	52%		1,042,899	144%		(626,923)	-60%
Total operating expenses		415,976	52%		1,042,899	144%		(626,923)	-60%

Income (Loss) from Operation		251,355	31%		(1,434,958)	-199%		1,686,313	118%

Total Other Income (Expense)		2,046	0%		7,194	1%		(5,148)	-72%

Loss before Provision of Income Tax		253,401	31%		(1,427,764)	-198%		1,681,165	118%

Provision for income tax		19,125	2%		111,021	15%		(91,896)	-83%

Net Income (Loss)	$	234,276	29%	$	(1,538,785)	-213%	$	1,773,061	115%

Less: net loss attributable to non-controlling interest		461	0%		8,379	1%		(7,918)	-94%

Net income (loss) attributable to QMIS TBS Capital Group Corp.	$	233,815	29%	$	(1,547,164)	-214%	$	1,780,979	115%

EXHIBIT NUMBER		DESCRIPTION
3.1
~~3.1~~		Certificate of Incorporation (previously filed)
3.2		By-Laws (previously filed)
10.1		Broker/Dealer Purchase Agreement dated April 30, 2020 (previously filed)
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


101 INS		XBRL Instance Document*
101 SCH		XBRL Schema Document*
101 CAL		XBRL Calculation Linkbase Document*
101 DEF		XBRL Definition Linkbase Document*
101 LAB		XBRL Labels Linkbase Document*
101 PRE		XBRL Presentation Linkbase Document*

			QMIS TBS CAPITAL GROUP CORP.
~~Dated: August 16, 2021~~
Dated: May 22, 2023
	~~By:~~
	By:	/s/ Yung Kong Chin
		Yung Kong Chin
		Chief Executive Officer
		(Principal Executive Officer)
Dated: May 22, 2023
	By:	/s/ ~~Timo Bernd Strattner~~Ong Kar Yee
		~~Timo Bernd Strattner~~ Ong Kar Yee
		Chief Financial Officer
		(Principal Financial Officer)