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

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 ☒ 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 ☒ 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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ 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 classes of common equity, as of the latest practicable date: As of ~~August 15,~~November 14, 2022, the issuer had 300,000,000 shares of its common stock issued and outstanding.

Certain statements and information in this Quarterly Report on Form 10-Q for the quarter ended ~~June~~September 30, 2022 (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 Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission on April 5, 2022.

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.

Retained

Total

Common Stock

Additional

Earnings

Shareholders'

$0.0001 Par Value

Paid-in

(Accumulated

Equity

Shares

Amount

Capital

Deficit)

(Deficit)

Balances at

January 1, 2022

300,000,000

300,000,000

0

(541,540 )

(511,540 )

Net income

-

0

0

(65,622 )

(65,622 )

Balances at

March 31, 2022 (Unaudited)

300,000,000

300,000,000

0

(607,162 )

(577,162 )

Net income

-

0

0

(53,141 )

(53,141 )

Balances at

June 30, 2022 (Unaudited)

300,000,000

300,000,000

0

(660,303 )

(630,303 )

Balances at

January 1, 2021

300,000,000

300,000,000

0

(206,405 )

(176,405 )

Net income

-

0

0

(36,805 )

(36,805 )

Balances at

March 31, 2021 (Unaudited)

300,000,000

300,000,000

0

(243,210 )

(213,210 )

Net income

-

0

0

(69,331 )

(69,331 )

Balances at

June 30, 2021 (Unaudited)

300,000,000

300,000,000

0

(312,541 )

(282,541 )

~~Table of Contents~~

~~QMIS TBS CAPITAL GROUP CORP.~~

~~STATEMENTS OF CASH FLOWS~~

For the Six Months Ended

June 30,

2022

2021

(Unaudited)

(Unaudited)

Cash Flows from Operating Activities

Net loss

$ (118,763 )

$ (106,136 )
Adjustments to reconcile net loss

Stock compensation expenses

Changes in operating assets and liabilities

Increase/(Decrease) in accrued expenses

25,960

53,266

Net cash used by operating activities

(92,803 )

(52,870 )

Cash Flows from Investing Activities

Initial deposit for acquisition agreement

0

0

Net cash provided (used) by investing activities

0

0

Cash Flows from Financing Activities

Proceeds from related parties

92,803

52,870

Net cash provided (used) by financing activities

92,803

52,870

Increase (decrease) in cash

0

0

Cash at beginning of period

0

0

Cash at end of period

$ 0

$ 0

Supplemental Disclosures of Cash Flow Information:

Cash paid during the year for:

Interest

$ 0

$ 0

Income tax

$ 0

$ 0

~~Table of Contents~~

QMIS TBS CAPITAL GROUP CORP.

STATEMENTS OF OPERATIONS

					For the Three Months Ended				For the Nine Months Ended
					September 30,				September 30,
					2022		2021		2022		2021
					(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
	Revenue
		Sales		$	-	$	-	$	-	$	-
		Cost of Goods Sold			-		-		-		-
			Gross Profit		-		-		-		-

	Operating Expenses
		Management fees			15,000		-		45,000		-
		Professional fees			18,181		59,974		98,700		164,610
		Other general and administrative expenses			783		-		9,027		1,500
			Total Operating Expenses		33,964		59,974		152,727		166,110

	Loss from Operations				(33,964)		(59,974)		(152,727)		(166,110)

	Loss before Provision for Income Tax				(33,964)		(59,974)		(152,727)		(166,110)

	Provision for Income Tax				-		-		-		-

	Net Loss			$	(33,964)	$	(59,974)	$	(152,727)	$	(166,110)

	Other comprehensive income (loss)
	Total comprehensive income (loss)			$	(33,964)	$	(59,974)	$	(152,727)	$	(166,110)

	Basic and Fully Diluted Loss per Share			$	(0.00)	$	-	$	(0.00)	$	-

	Weighted average shares outstanding				300,000,000		300,000,000		300,000,000		300,000,000

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

QMIS TBS CAPITAL GROUP CORP.

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)

Retained

Total

Common Stock

Additional

Earnings

Shareholders'

$0.0001 Par Value

Paid-in

(Accumulated

Equity

Shares

Amount

Capital

Deficit)

(Deficit)

Balances at

   January 1, 2022

300,000,000
$
300,000,000
$
-
$
(541,540)
$
(511,540)

    Net loss

                  -

                  -

                  -

(65,622)

(65,622)

Balances at

   March 31, 2022 (Unaudited)

300,000,000
$
300,000,000
$
-
$
(607,162)
$
(577,162)

    Net loss

                  -

                  -

-

(53,141)

(53,141)

Balances at

   June 30, 2022 (Unaudited)

300,000,000
$
300,000,000
$
-
$
(660,303)
$
(630,303)

    Net loss

-

-

-

(33,964)

(33,964)

Balances at

   September 30, 2022 (Unaudited)

300,000,000
$
300,000,000
$
-
$
(694,267)
$
(664,267)

Balances at

   January 1, 2021

300,000,000
$
300,000,000
$
-
$
(206,405)
$
(176,405)

    Net loss

                  -

                  -

-

(36,805)

(36,805)

Balances at

   March 31, 2021 (Unaudited)

300,000,000
$
300,000,000
$
-
$
(243,210)
$
(213,210)

    Net loss

                  -

                  -

-

(69,331)

(69,331)

Balances at

   June 30, 2021 (Unaudited)

300,000,000
$
300,000,000
$
-
$
(312,541)
$
(282,541)

    Net loss

                  -

                  -

-

(59,974)

(59,974)

Balances at

   September 30, 2021 (Unaudited)

300,000,000
$
  300,000,000
$
                  -
$
       (372,515)
$
       (342,515)

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

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

QMIS TBS CAPITAL GROUP CORP.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Note 1-ORGANIZATION AND BUSINESS BACKGROUND

QMIS TBS Capital Group Corp. (the “Company”) 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. The Company plans to engage in the business of providing financial services.

Note 2-CONTROL BY PRINCIPAL OWNERS

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.

Note 3-GOING CONCERN

The financial statements have been prepared assuming that the Company will continue as a going concern. The Company incurred net losses of ~~$118,763~~$152,727 and ~~$106,136~~$166,110 for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively. In addition, the Company had stockholders’ deficit of ~~$630,303~~$664,267 and $511,540 at ~~June~~September 30, 2022, and December 31, 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.

Note 4-SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, these condensed financial statements do not include all of the information and disclosure required by the 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 of normal recurring accruals) 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 financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2021, as not all disclosures required by the GAAP for annual financial statements are presented. The interim condensed financial statements follow the same accounting policies and methods of computations as the audited financial statements for the year ended December 31, 2021.

Use of Estimates

The preparation of financial statements in conformity with US GAAP 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 statements, and the reported amounts of revenue and expenses during the reporting period. Actual results when ultimately realized could differ from those estimates.

~~Table of Contents~~

Concentrations of Credit Risk

Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains its cash and cash equivalents with high-quality institutions. Deposits held with banks may not be insured or exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and therefore bear minimal risk.

Valuation of Long-Lived assets

“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 future net 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 of are reported at the lower of the carrying amount or fair value less costs to sell.

Revenue Recognition

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 requires that the Company (i) identify 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, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.

Related Parties

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

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

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 from the accounts, and any resulting gains or losses are included in income in the year of disposition.

Depreciation is calculated on a straight-line basis over the estimated useful life of the assets without residual value. The percentages or depreciable life applied are:

~~Office equipment and furniture~~

~~5 years~~

Office equipment and furniture5 years

~~Table of Contents~~

Fair Value of Measurements

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 a liability (an exit price) 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:

`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.	~~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.~~

An asset or liability’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and 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 to the short-term nature of these instruments.

Advertising Costs

The Company expenses advertising costs as incurred or the first time the advertising takes place, whichever is earlier, in accordance with the FASB ASC 720-35, “Advertising Costs.” The advertising costs were immaterial for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021.

Research and Development Costs

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~~nine months ended ~~June~~September 30, 2022 and 2021.

Comprehensive Income

FASB ASC 220, “Comprehensive Income,” establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the accompanying statements 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.

Segment Reporting

FASB ASC 820, “Segments 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.

Earnings (Loss) Per Share

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~~nine months ended ~~June~~September 30, 2022 and 2021.

~~Table of Contents~~

Income Taxes

The Company accounts for income tax in accordance with FASB ASC 740-10-25, which requires the asset and liability approach for financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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 the enactment date. A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company has accumulated deficit in its operation. Because there is no certainty that the Company will realize taxable income in the future, the Company 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.

Recent Accounting Pronouncements

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.

Note 5-CAPITAL STOCK

Authorized Capital

On 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 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.

Issuance of Common Stock

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.

~~Table of Contents~~

Capital Stock Issued and Outstanding

As of ~~June~~September 30, 2022 and December 31, 2021, 300,000,000 shares of common stock were issued and outstanding, and no shares of preferred stock were issued and outstanding.

Note 6-ACCRUED EXPENSES

The accrued expenses included mostly the professional service fees related to the Company’s ~~SEC filings.~~efforts of going public. The professional service fees amounted to ~~$80,519~~$98,700 and ~~$104,636~~$164,610 for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively. The accrued expenses were ~~$209,418~~$126,964 and $183,458 as of ~~June~~September 30, 2022, and December 31, 2021, respectively.

Note 7-DUE TO RELATED PARTIES

Due to related parties consists of the following:

June 30,

December 31,

2022

2021

(Unaudited)

Dr. Yung Kong Chin, CEO

$ 444,126

$ 351,323

Dr. Timo Strattner, director

1,759

1,759

Total

$ 445,885

$ 353,082

	September 30, 2022 (Unaudited)	December 31, 2021
Dr. Yung Kong Chin, CEO	`$` `560,814`	`$351,323`
Dr. Timo Strattner, director	`$1,759`	`$1,759`

	`$562,573`	`$353,082`

Due to related parties represent temporally short-term loans from Dr. Yung Kong Chin, the Company’s CEO, and Dr. Timo Strattner, the Company’s director, to finance the Company’s operation due to lack of cash resources. There are no written loan agreements for these loans. 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 ~~$92,803~~$209,491 from Dr. Chin for the ~~six~~nine months ended ~~June~~September 30, 2022. ~~In the six months ended June 30, 2021, the Company borrowed $52,075 for Dr. Chin, and $795 from Dr. Strattner.~~

Note 8-OFFICE RENTAL EXPENSE

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 of the date of this filing. The office rental expenses were $0 for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021.

Note 9-COMMITMENTS AND CONTINGENCIES

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 amount of the assessment can be reasonably estimated.

Note 10-INITIAL DEPOSIT FOR ACQUISITION AGREEMENT

On April 30, 2020, 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, 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~~

On November 4, 2022, the Company's Board of directors decided to ~~estimate~~terminate the ~~timing of the review and approval by FINRA. Since the consummation of the acquisition has not yet occurred and accordingly,~~Agreement between the Company ~~does not consolidate Richfield’s financial data into its financial statements.~~and the Seller relating to the purchase of Richfield, as more fully disclosed in Note 12, Subsequent Events. Accordingly, the initial deposit of $25,000 will be written off to other expenses in November 2022.

Note 11-CONVERTIBLE PROMISSORY NOTE

On October 30, 2020, the Company entered into an agreement to issue a convertible promissory note (the ~~“Note”~~"Note") in the principal amount of one million five hundred thousand dollars ($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%) 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~~Company's common stock at $1.50 per share. However, the Note has not been issued and no fund has been made to the Company at the date of this report. The Company and Dr. Chin anticipate that the Note will be issued in the ~~third~~fourth quarter of 2022.

~~Table of Contents~~

~~RICHFIELD ORION INTERNATIONAL, INC.~~

~~BALANCE SHEETS~~

June 30,

December 31,

2022

2021

ASSETS

(unaudited)

Current Assets:

Cash and cash equivalents

$ 51,198

$ 50,971

Receivable from clearing organization

200

17,826

Commissions receivable

13,946

30,079

Contract security deposit

2,256

2,256

Total Current Assets

67,600

101,132

Noncurrent Assets

Right-of-use assets (Note B)

47,734

58,344

Total Noncurrent Assets

47,734

58,344

Total Assets

$ 115,334

$ 159,476

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:

Accounts payable

$ 368

$ 368

Commissions payable

11,687

22,112

Operating lease liabilities (Note B)

27,853

26,634

Total Current Liabilities

39,908

49,114

Noncurrent Liabilities

Operating lease liabilities (Note B)

19,881

31,710

Total Noncurrent Liabilities

19,881

31,710

Total Liabilities

59,789

80,824

Commitments and Contingencies (Note F)

0

0

Shareholders' Equity:

Capital Stock, no par value, 100,000 shares authorized;

1,000 shares issued and outstanding

52,589

52,589

Additional paid-in capital

109,839

75,739

Retained Earnings (Accumulated deficit)

(106,883 )

(49,676 )
Total Shareholders' Equity (Deficit)

55,545

78,652

Total Liabilities and Shareholders' Equity (Deficit)

$ 115,334

$ 159,476

~~Table of Contents~~

~~RICHFIELD ORION INTERNATIONAL, INC.~~

~~STATEMENTS OF OPERATIONS~~

For the Three Months Ended

For the Six Months Ended

June 30,

June 30,

2022

2021

2022

2021

(unaudited)

(unaudited)

(unaudited)

(unaudited)

Revenue

Commissions from clearing account

$ 36,057

$ 140,564

$ 113,072

$ 356,361

Direct commissions

1,359

11,057

2,913

12,502

Total Revenue

37,416

151,621

115,985

368,863

Operating Expenses

Commissions and compensation

33,448

118,226

90,250

295,941

Ticket and trade fees

5,800

12,300

13,950

24,600

Occupancy

7,848

7,260

15,029

14,584

Regulatory fees

4,289

1,351

6,956

3,280

Professional fees

17,309

2,250

30,349

4,910

Technology and communications

1,280

1,319

3,208

3,008

Other expenses

483

1,625

1,470

3,254

Total Operating Expenses

70,457

144,331

161,212

349,577

Net Income (Loss) from Operations

(33,041 )

7,290

(45,227 )

19,286

Net Income (Loss) before Provision for Income Tax

(33,041 )

7,290

(45,227 )

19,286

Provision for Income Tax

0

0

0

0

Net Income (Loss)

$ (33,041 )

$ 7,290

$ (45,227 )

$ 19,286

Other comprehensive income (loss)

0

0

0

0

Total comprehensive income (loss)

$ (33,041 )

$ 7,290

$ (45,227 )

$ 19,286

Basic and Fully Diluted Loss per Share

$ (33.04 )

$ 7.29

$ (45.23 )

$ 19.29

Weighted average shares outstanding

1,000

1,000

1,000

1,000

~~Table of Contents~~

~~RICHFIELD ORION INTERNATIONAL, INC.~~

~~STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)~~

Retained

Total

Common Stock

Additional

Earnings

Shareholders'

no par value

Paid-in

(Accumulated

Equity

Shares

Amount

Capital

Deficit)

(Deficit)

Balances at

January 1, 2022

1,000

$ 52,589

$ 75,739

$ (49,676 )

$ 78,652

Net income

-

0

0

(12,186 )

(12,186 )

Contributions

-

0

5,800

0

5,800

Distributions

-

0

0

(4,580 )

(4,580 )

Balances at

March 31, 2022 (unaudited)

1,000

$ 52,589

$ 81,539

$ (66,442 )

$ 67,686

Net income

-

0

0

(33,041 )

(33,041 )

Contributions

-

0

28,300

0

28,300

Distributions

-

0

0

(7,400 )

(7,400 )

Balances at

June 30, 2022 (unaudited)

1,000

$ 52,589

$ 109,839

$ (106,883 )

$ 630,303

Balances at

January 1, 2021

1,000

$ 52,589

$ 62,482

$ (50,860 )

$ 64,211

Net income

-

0

0

11,996

11,996

Contributions

-

0

0

0

0

Distributions

-

0

0

(11,825 )

(11,825 )

Balances at

March 31, 2021 (unaudited)

1,000

$ 52,589

$ 62,482

$ (50,689 )

$ 64,382

Net income

-

0

0

7,290

7,290

Contributions

-

0

0

0

0

Distributions

-

0

0

(9,150 )

(9,150 )

Balances at

June 30, 2021 (unaudited)

1,000

$ 52,589

$ 62,482

$ (52,549 )

$ 62,522

~~Table of Contents~~

~~RICHFIELD ORION INTERNATIONAL, INC.~~

~~STATEMENTS OF CASH FLOWS~~

For the Six Months Ended

June 30,

2022

2021

(unaudited)

(unaudited)

Cash Flows from Operating Activities

Net loss

$ (45,227 )

$ 19,286

Adjustments to reconcile net loss

Changes in operating assets and liabilities

(Increase)/Decrease in broker receivable

33,759

12,319

Increase/(Decrease) in commissions payable

(10,425 )

(9,280 )
Net cash used by operating activities

(21,893 )

22,325

Cash Flows from Investing Activities

Net cash provided (used) by investing activities

0

0

Cash Flows from Financing Activities

Member contribution

34,100

0

Member withdrawals

(11,980 )

(20,975 )
Net cash provided (used) by financing activities

22,120

(20,975 )

Increase (decrease) in cash

227

1,350

Cash at beginning of period

50,971

49,940

Cash at end of period

$ 51,198

$ 51,290

Supplemental Disclosures of Cash Flow Information:

Cash paid during the year for:

Interest

$ 0

$ 0

Income tax

$ 0

$ 0

~~Table of Contents~~

~~RICHFIELD ORION INTERNATIONAL, INC.~~

~~NOTES TO FINANCIAL STATEMENTS - TO BE UPDATED~~

Note ~~A-Summary of Significant Accounting Policies~~

The summary of significant accounting policies of Richfield Orion International, Inc. is presented to assist in understanding of Richfield’s financial statements. The financial statements and notes are representations of Richfield’s management, who is responsible for their integrity and objectivity.

~~Basis of Presentation~~

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. Richfield’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 Richfield for the periods presented. Operating results for the six months ended June 30, 2022, are not necessarily indicative of the results that may be expected for the years ending December 31, 2022.

~~Organization~~

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

~~Description of Business~~

Richfield, located in Castle Rock, CO is a broker and dealer in securities registered with the Securities and Exchange Commission (SEC). Richfield is a member of Financial Industry Regulatory Authority, Inc. (FINRA) and the Municipal Securities Rule Making Board. Richfield 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.

~~Method of Accounting~~

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

~~Cash and Cash Equivalents~~

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

~~Broker Receivable~~

Richfield 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 Richfield's Broker and subsequent events, no allowance for doubtful accounts was required.

~~Table of Contents~~

~~Revenue Recognition~~

Richfield 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 requires that Richfield (i) identify 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, and (v) recognize revenue when (or as) Richfield satisfies the performance obligation.

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

~~Use of Estimates~~

The presentation of 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 statements and the reported amounts of revenues and expenses during the reported period. Accordingly, actual results could differ from those estimates.

~~Fair Value of Financial Instruments~~

Financial instruments that are subject to fair value disclosure requirements are carried in the financial statements at an amount that approximates fair value and includes cash and cash equivalents. Fair values are based on quoted market prices and assumptions concerning the amounts and timing of estimated future cash flows and assumed discount rates reflecting varying degrees of perceived risk.

~~Fair Value Measurements and Disclosures~~

Richfield 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.

~~The three levels are defined as follows:~~

	~~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.~~

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.

~~Subsequent Events~~

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

~~Note B-Lease~~

Richfield recognizes and measures its leases in accordance with FASB ASC 842, Leases. Richfield is a lessee in a noncancelable operating lease for office space. Richfield 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. Richfield 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 Richfield uses its incremental borrowing rate. The implicit rates of Richfield’s leases are not readily determinable and accordingly, Richfield uses its incremental borrowing rate based on the information available at the date for all leases. Richfield'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.

~~Table of Contents~~

Richfield 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 Richfield is reasonably certain to exercise. Richfield recognizes lease cost associated with its short-term leases on a straight-line basis over the lease term.

~~The components of lease cost for the six months ended June 30, 2022 and 2021 as follows:~~

For the Six Months Ended

June 30,

2022

2021

(unaudited)

(unaudited)

Operating lease cost

$ 15,029

$ 14,584

Variable lease cost

0

0

Short term lease cost

0

0

Total lease cost

$ 15,029

$ 14,584

~~Amounts reported in the balance sheets as follows: Operating leases~~

June 30,

December 31,

2022

2021

(unaudited)

Operating lease ROU assets

$ 47,734

$ 58,344

Operating lease liabilities

$ 47,734

$ 58,344

~~Note D-Net Capital Requirements~~

Pursuant to the net capital provisions of Rule 15c3-1 of the Securities and Exchange Act of 1934, Richfield 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, 2021, net capital was $76,396 leaving excess net capital of $71,396, and 0.29 to 1 aggregated indebtedness. On June 30, 2022, Net Capital was $53,289 leaving excess net capital of $48,289, and 0.23 to 1 aggregated indebtedness.

~~Note E-Possession or Control Requirements~~

Richfield 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.

~~Note F-Recently Issued Accounting Pronouncements~~

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

~~Table of Contents~~

~~Note G-Commitments and Contingencies~~

Included in Richfield's clearing agreement with its clearing broker-dealer is an indemnification clause. This clause related to instances where Richfield's customers fail to settle security transactions. In the event this occurs, Richfield will indemnify the clearing broker-dealer to the extent of the net loss on the unsettled date. At June 30, 2022, management of Richfield has not been notified by the clearing broker-dealer, nor were they otherwise aware of any potential losses relating to this indemnification.

~~Note H-Income Taxes~~

Richfield 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 Richfield 's taxable income. Therefore, no provisions or liability for the federal or state income taxes has been included in financial statements. Richfield has adopted provisions of FASB Accounting Standards Codification 740-10, Accounting for Uncertainty in Income Taxes. Under ACS 740-10, Richfield 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. Richfield 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.

Richfield accounts for income taxes in interim periods in accordance with FASB ASC 740-270, "Interim Reporting." Richfield 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 Richfield'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.

~~Table of Contents~~

QMIS TBS CAPITAL GROUP CORP. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

June 30, 2022

QMIS TBS CAPITAL

RICHFIELD ORION
INTERNATIONAL,

Pro Forma

Pro Forma
Consolidated

GROUP CORP.

INC.

Adjustments

Balance Sheet

ASSETS

Current Assets:

Cash and cash equivalents

$ 0

$ 51,198

$ 51,198

Receivable from clearing organization

0

14,146

14,146

Contract security deposit

0

2,256

2,256

Initial deposit for acquisition agreement

25,000

0
(b)

(25,000 )

0

Total Current Assets

25,000

67,600

67,600

Noncurrent Assets

Right-of-use assets

0

47,734

47,734

Total Noncurrent Assets

0

47,734

47,734

Total Assets

$ 25,000

$ 115,334

$ 115,334

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:

Accounts payable

$ 0

$ 368

$ 368

Accrued liabilities

-

11,687

11,687

Accrued expenses

209,418

-

209,418

Due to related parties

445,885

0

445,885

Operating lease liabilities

0

27,853

27,853

Total Current Liabilities

655,303

39,908

695,211

Noncurrent Liabilities

Operating lease liabilities

0

19,881

19,881

Total Noncurrent Liabilities

0

19,881

19,881

Total Liabilities

655,303

59,789

715,092

Commitments and Contingencies (Note 8)

0

0

0

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

0

52,589 (a)

(52,589 )

0

Additional paid-in capital

0

109,839 (a)

52,589

(b)

(25,000 )

137,428

Retained Earnings (Accumulated deficit)

(660,303 )

(106,883 )

(767,186 )
Total Shareholders' Equity (Deficit)

(630,303 )

55,545

(599,758 )
Total Liabilities and Shareholders' Equity (Deficit)

$ 25,000

$ 115,334

$ 115,334

~~Table of Contents~~

QMIS TBS CAPITAL GROUP CORP. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

December 31, 2021

QMIS TBS CAPITAL

RICHFIELD ORION
INTERNATIONAL,

Pro Forma

Consolidated

GROUP CORP.

INC.

Adjustments

Balance Sheet

ASSETS

Current Assets:

Cash and cash equivalents

$ 0

$ 50,971

$ 50,971

Receivable from clearing organization

0

47,905

47,905

Contract security deposit

0

2,256

2,256

Initial deposit for acquisition agreement

25,000

0
(b)

(25,000 )

0

Total Current Assets

25,000

101,132

101,132

Noncurrent Assets

Right-of-use assets

0

58,344

58,344

Total Noncurrent Assets

0

58,344

58,344

Total Assets

$ 25,000

$ 159,476

$ 159,476

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities:

Accounts payable

$ 0

$ 368

$ 368

Accrued liabilities

-

22,112

22,112

Accrued expenses

183,458

-

183,458

Due to related parties

353,082

0

353,082

Operating lease liabilities

0

26,634

26,634

Total Current Liabilities

536,540

49,114

585,654

Noncurrent Liabilities

Operating lease liabilities

0

31,710

31,710

Total Noncurrent Liabilities

0

31,710

31,710

Total Liabilities

536,540

80,824

617,364

Commitments and Contingencies (Note 8)

0

0

0

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

0

52,589 (a)

(52,589 )

0

Additional paid-in capital

0

75,739 (a)

52,589

(b)

(25,000 )

103,328

Retained Earnings (Accumulated deficit)

(541,540 )

(49,676 )

(591,216 )
Total Shareholders’ Equity (Deficit)

(511,540 )

78,652

(457,888 )
Total Liabilities and Shareholders’ Equity (Deficit)

$ 25,000

$ 159,476

��

$ 159,476

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

~~Table of Contents~~

QMIS TBS CAPITAL GROUP CORP. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Six Months Ended June 30, 2022

QMIS TBS CAPITAL

RICHFIELD ORION
INTERNATIONAL,

Pro Forma

Pro Forma
Consolidated
Statements of

GROUP CORP.

INC.

Adjustments

Operation

Revenue

Commissions from clearing account

$ 0

$ 113,072

$ 113,072

Direct commissions

0

2,913

2,913

Total Revenue

0

115,985

115,985

Operating Expenses

Commissions and compensation

0

90,250

90,250

Ticket and trade fees

0

13,950

13,950

Occupancy

0

15,029

15,029

Regulatory Fees

0

6,956

6,956

Professional fees

80,519

30,349

110,868

Management fees

30,000

0

30,000

Technology and communications

0

3,208

3,208

Other general and administration expenses

8,244

1,470

9,714

Total Operating Expenses

118,763

161,212

279,975

Net Income (Loss) from Operations

(118,763 )

(45,227 )

(163,990 )

Net Income (Loss) before Provision for Income Tax

(118,763 )

(45,227 )

(163,990 )

Provision for Income Tax

0

0

0

Net Income (Loss)

$ (118,763 )

$ (45,227 )

$ (163,990 )

Other comprehensive income (loss)

0

0

0

Total comprehensive income (loss)

$ (118,763 )

$ (45,227 )

$ (163,990 )

Basic and Fully Diluted Loss per Share

$ (0.00 )

Weighted average shares outstanding

300,000,000

~~Table of Contents~~

QMIS TBS CAPITAL GROUP CORP. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2021

Pro Forma

QMIS TBS CAPITAL

RICHFIELD ORION

Pro Forma

Consolidated
Statements of

GROUP CORP.

INTERNATIONAL, INC.

Adjustments

Operation

Revenue

Commission income

$ 0

$ 678,116

$ 678,116

Total Revenue

0

678,116

678,116

Operating Expenses

Commissions and compensation

0

518,821

518,821

Ticket and trade fees

0

43,600

43,600

Occupancy

0

29,702

29,702

Regulatory Fees

0

17,853

17,853

Professional fees

253,526

15,910

269,436

Management fees

65,000

0

65,000

Technology and communications

0

5,329

5,329

Other general and administration expenses

16,609

6,792

23,401

Total Operating Expenses

335,135

638,007

973,142

Net Income (Loss) from Operations

(335,135 )

40,109

(295,026 )

Net Income (Loss) before Provision for Income Tax

(335,135 )

40,109

(295,026 )

Provision for Income Tax

0

0

0

Net Income (Loss)

$ (335,135 )

$ 40,109

$ (295,026 )

Other comprehensive income (loss)

0

0

0

Total comprehensive income (loss)

$ (335,135 )

$ 40,109

$ (295,026 )

Basic and Fully Diluted Loss per Share

$ (0.00 )

Weighted average shares outstanding

300,000,000

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

~~Table of Contents~~

~~QMIS TBS CAPITAL GROUP CORP. AND SUBSIDIARIES~~

~~NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS - TO BE UPDATED~~

~~Note 1-BASIS OF PRESENTATION~~12-SUBSEQUENT EVENTS

On ~~April 30, 2020, QMIS TBS Capital Group Corp.~~November 4, 2022, the Company's Board of directors (the ~~"Company"~~"Board") ~~entered into a~~decided to terminate the Broker/Dealer Purchase Agreement (the “Agreement”) ~~with~~between the Company and Richfield Orion International, LLC (the “Seller”), a Colorado Limited liability company, the sole owner of Richfield Orion International, Inc. (“Richfield”), a Colorado ~~corporation. Pursuant~~corporation, relating to the purchase of Richfield. The Board also decided to terminate the Management/ Operations Development Consultation Agreement between 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.

~~Note 2-PRO FORMA ASSUMPTIONS AND ADJUSTMENTS~~

~~(a) The adjustments were made to reflect the capital structure of the parent company.~~

~~(b) The adjustments were made to adjust the initial deposit for acquisition of Richfield, which was paid to Richfield's sole shareholder.~~

��

~~Table of Contents~~

Item 2. 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” can be identified by use of terminology such as “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 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.

Corporate History and Background

Organization

QMIS TBS Capital Group Corp., a Delaware corporation (the “Company”) was incorporated 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.

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.

Business Overview

The Company was incorporated by Dr. Timo Strattner, our former 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.

~~Table of Contents~~

Richfield Orion International, Inc.

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~~was to be due to the Seller on the final closing, which iswas to be 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~~were to deny the acceptance of the Company as sole owner of Richfield, the Agreement ~~shall~~was to immediately lapse, and funds that ~~may have~~had been previously paid to Seller in payment any interest or work on this Agreement ~~shall~~would 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~~had 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:

-	Participate in the creation of an organizational chart of necessary future administrative positions;
-	legitimize projected future goals or re-define (as needed) outlined such goals with view to regulatory compliance;
-	expand and prioritize aspects itemized within the list of the initial setup matrix;
-	validate or eliminate desired future operational business targets;
-	scrutinize needed talents to meet desired business targets;
-	scrutinize and rationalize expected revenue sources;
-	conduct a detailed cost/benefit analysis of anticipated revenues versus expected costs; and
-	research salary/benefit/reward-growth package funds needed.

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~~anticipated that the Management Agreement ~~will~~would govern the relationship of the two entities until such time as the Company ~~receives~~received the final approval from FINRA of the change of ownership of Richfield.

In August 2022, and unknown to the Company, FINRA suspended Richfield’s license for failure to pay fees and for failure to meet eligibility or qualification standards. Richfield’s membership with FINRA was suspended as of September 19, 2022, for these failures.

Upon learning of such termination, the Company elected to terminate immediately the Broker Dealer Purchase Agreement and the Management Agreement with Richfield. As of the date of this Report, the Company was exploring its options relating to any potential actions against Richfield.

Prior to the suspension of Richfield’s license and the termination of the agreements as discussed above, 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~~planned to file for FINRA approval following the effectiveness of a registration statement filed with the Securities and Exchange Commission. Until FINRA approval ishad been 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~~anticipated that once FINRA approval and acknowledgement of the Company as the sole owner of Richfield iswas obtained, the Management Agreement ~~will~~would be terminated, and Richfield ~~will~~would operate as a subsidiary of the Company. Because the Company ~~has~~ paid the initial purchase amount, the Company ~~considers~~considered Richfield to be its subsidiary entity. Despite the transaction’s not having closed, the Company previously 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. Following the termination of the Agreement and

the Management Agreement, the Company will no longer include Richfield’s financial statements. The Company has been unable to obtain any financial information relating to Richfield for inclusion in this Quarterly Report.

Richfield is an independent financial services firm headquartered in Castle Rock, Colorado, and was designed to meet the needs of the discerning investors and independent securities professionals. Richfield conducts transactions in options and general equity trading securities utilizing the trading platform provided by the firm’s clearing broker-dealer, RBC Correspondent Services (“RBC”). All Richfield transactions are done through RBC, and Richfield operates principally in the US markets. Generally, Richfield’s clients are individuals or small company entities. All information concerning Richfield’s clients is obtained using RBC’s new-client information forms. All clients are reviewed and approved by Richfield’s Chief Compliance Officer. All trading activities are processed through RBC’s trading platform and reviewed daily by Richfield’s trading supervisor.

~~Table of Contents~~

The majority of Richfield’s clients are located within the United States, and a few clients are foreign entities or residents of other countries. Each foreign-based client must provide additional information to RBC, and all information provided is reviewed by Richfield’s Chief Compliance Officer. Richfield may participate with other FINRA registered broker-dealers as part of a selling syndicate to offer “best-efforts” placements. Generally, Richfield participates in these placements of private placements under Regulation D promulgated under the Securities Act of 1933. These private placements are offered offerings to accredited investors for their own accounts.

~~As of the date of this Annual Report, Richfield did not participate in other actions that might be termed as “investment banking,” beyond private placement activities.~~

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.

As described above, Richfield maintains a comprehensive range of investment products and provides the products to fit most client needs. Richfield’s independent representatives, working within Richfield’s network, have the freedom to select the products that best represent their clients without the pressure to place proprietary products. Although Richfield’s representatives are independent, they are not alone. As a representative of Richfield, representatives 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 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 June 30, 2022, Richfield had net capital of $53,289, which was $48,289 in excess of its required net capital of $5,000.

Going Concern

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 ~~$630,303~~$664,267 as of ~~June~~September 30, 2022. 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.

Results of Operations

Three Months Ended ~~June~~September 30, 2022, compared to the Three Months Ended ~~June~~September 30, 2021

During the three months ended ~~June~~September 30, 2022, the Company ~~did not generate any~~generated revenues of $0, the same as during the ~~six~~three months ended ~~June~~September 30, 2021, as the Company had not generated any revenue since its inception on November 21, 2019.

Operating expenses, including management fees, professional fees, and other general and administrative ~~expenses. Our operating~~ expenses, ~~decreased by 16,190, or 30.5% to $53,141 in~~

during the three months ended ~~June~~September 30, 2022, ~~from $69,331in~~were $33,964 compared to $59,974 during the three months ended ~~June~~September 30, 2021. The decrease in operating expenses was primarily attributable to ~~the~~a decrease of ~~$32,375,~~$41,793 or ~~87.6%~~69.7% in the professional fees, ~~as our Form S-1 became effective in July 2021,~~ offset by an increase in management ~~fee~~fees of ~~$10,000~~$15,000 paid to the management of Richfield.

~~Table of Contents~~

During the three months ended ~~June~~September 30, 2022, the Company incurred net loss of ~~$53,141,~~$33,964, compared to net loss of ~~$69,331~~$59,974 during the three months ended ~~June~~September 30, 2021. The decrease in the net loss of ~~$16,190, or 30.5%~~$26,010 for the three months ended ~~June~~September 30, 2022, was due to the decrease of professional services for the SEC ~~filings.~~filings, offset by the management fees paid to the management of Richfield.

~~Six~~Nine Months Ended ~~June~~September 30, 2022, compared to the ~~Six~~Nine Months Ended ~~June~~September 30, 2021

During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company generated revenues of $0, the same as during the ~~six~~nine months ended ~~June~~September 30, 2021, as the Company had not generated any revenue since its inception on November 21, 2019.

Operating expenses, including management fees, professional fees, and other general and administrative ~~expenses. Our operating~~ expenses, ~~increased by 12,627, or 11.9% to $118,763 in~~during the ~~six~~nine months ended ~~June~~September 30, 2022, ~~from $106,136 in~~were $152,727, compared to $166,110 during the ~~six~~nine months ended ~~June~~September 30, 2021. ~~The increase was primarily attributable to~~In the nine months ended September 30, 2022, the professional fees decreased $65,910, offset by an increase in management fees of ~~$30,000~~$45,000 paid to the management of Richfield, ~~offset~~and other general and administrative expenses increased by ~~a decrease of $24,117, or 23.0% in the professional fees as our Form S-1 became effective in July 2021.~~$7,527.

During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company incurred net loss of ~~$118,763~~$152,727, compared to net loss of ~~$ 106,136~~$166,110 during the ~~six~~nine months ended ~~June~~September 30, 2021. The ~~increase~~decrease in the net loss of ~~$12,627~~$13,383 for the ~~six~~nine months ended ~~June~~September 30, 2022, was due to the ~~factors mentioned above.~~decrease of professional services for the SEC filings, offset by the increase of management fees and other general and administrative expenses.

Liquidity and Capital Resources

As of ~~June~~September 30, 2022, and December 31, 2021, the Company had a cash balance of $0, as the Company does not keep a bank account, and the major shareholder has funded the Company’s operations to date.

Operating Activities

Net cash used in operating activities was ~~$92,803~~$209,491 during the ~~six~~nine months ended ~~June~~September 30, 2022, compared to ~~$52,870~~$115,915 in the ~~six~~nine months ended ~~June~~September 30, 2021. The increase was primarily attributable to the ~~operating loss as mentioned above, and~~cash outflow caused by the decrease ~~in cash inflow on~~of accrued ~~expenses of $27,306.~~expenses.

Investing Activities

The Company neither generated nor used cash in investing activities during the ~~six~~nine months ended ~~June~~September 30, 2022, and 2021.

Financing Activities

Net cash provided by financing activities was ~~$92,803~~$209,491 in the ~~six~~nine months ended ~~June~~September 30, 2022, compared to ~~$52,870~~$115,915 in the ~~six~~nine months ended ~~June~~September 30, 2021. In the current period, ~~the Company~~we needed more loans from ~~its principal~~our officer to pay ~~management fees and~~the expenses relating to the ~~Company’s~~ SEC ~~filings.~~filings and management fee.

As of ~~June~~September 30, 2021, we had cash and cash equivalents of $0. We have historically financed our operations primarily through debt and equity investments from shareholders and directors. 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.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company incurred net losses of ~~$118,763~~$152,727 and ~~$106,136~~$166,110 for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively. In addition, the Company had stockholders’ deficit of ~~$630,303~~$664,267 and $511,540 as of ~~June~~September 30, 2022, and December 31, 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.

~~Table of Contents~~

Critical Accounting Policies

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.

Recent Accounting Pronouncements

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.

~~Results of Operations of Richfield Orion International, Inc.~~

~~Three Months Ended June 30, 2022, compared to three months ended June 30, 2021~~

During the three months ended June 30, 2022, Richfield had revenues of $37,416 as compared to revenues of $151,621 during the three months ended June 30, 2021. This decrease is mostly attributable to the decrease of $114,205 in commission income, or a 75% decrease, due to lower transaction-based revenue driven by the current market environment, which had a negative impact on the number of trading volumes in all asset classes.

Operating expenses were $70,457 for the three months ended June 30, 2022, compared to $144,331 in the three months ended June 30, 2021. The decrease is mostly attributable to the decrease of $84,778 in commission paid, or a 72% decrease, due to the decrease in deals transacted driven by the current market environment, offset by an increase of $15,059 in professional fees.

Net loss for the three months ended June 30, 2022, was $ 33,041, compared to a net income of $7,290 in the three months ended June 30, 2021. The loss was primarily due to the decrease in deals transacted driven by the current market environment.

~~Six Months Ended June 30, 2022, compared to six months ended June 30, 2021~~

During the six months ended June 30, 2022, Richfield had revenues of $115,985 as compared to revenues of $368,863 during the six months ended June 30, 2021. This decrease is mostly attributable to the decrease of $252,878 in commission income, or a 69% decrease, due to the decrease in deals transacted driven by the current market environment.

Operating expenses were $161,212 for the six months ended June 30, 2022, compared to $349,577 in the six months ended June 30,2021. The decrease is mostly attributable to the decrease of $205,691 in commission paid, or a 70% decrease, due to the decrease in deals transacted driven by the current market environment, The decrease in commission was partially offset by increase in professional fees by $25,439, or 518% increase.

Net loss for the six months ended June 30, 2022, was $45,227, compared to a net income of $19,286 in the six months ended June 30, 2021. The loss was primarily due to the decrease in deals transacted driven by the current market environment.

~~Table of Contents~~

~~Liquidity and Capital Resources of Richfield Orion International, Inc.~~

~~As of June 30, 2022, Richfield had cash of $51,198, including restricted cash of $50,000.~~

~~Operating Activities~~

Net cash used in operating was $21,893 in the six months ended June 30, 2022, as compared to net cash of $22,325 provided in the six months ended June 30, 2021. The cash outflow in the six months ended June 30, 2022 is mostly due to the loss in the six months ended June 30, 2022 and the cash outflow on accrued expenses of $10,425, partially offset by the cash inflow on broker receivable of $33,759. The cash inflow in the six months ended June 30, 2021 is mostly due to the net income in the six months ended June 30, 2021 and the cash inflow on broker receivable of $12,319, partially offset by the cash outflow on accrued expenses of $9,280.

~~Investing Activities~~

~~Richfield neither generated nor used cash in investing activities during the six months ended June 30, 2022 and 2021.~~

~~Financing Activities~~

Net cash provided by financing activities in the six months ended June 30, 2022 was $22,120, compared to cash used by financing activities of $20,975 in the six months ended June 30, 2021. While Richfield had a net income and made capital distribution of $20,975 to the member in the six months ended June 30, 2021, Richfield needed capital contributions of $34,100 from its member to maintain its business in the six months ended June 30, 2022, due to a loss.

Item 3. Qualitative and Qualitative Disclosures About Market Risk.

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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~~September 30, 2022. 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 rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our 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 2022.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended ~~June~~September 30, 2022, that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

~~Table of Contents~~

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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.

Item 6. Exhibits.

EXHIBIT NUMBER		DESCRIPTION
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*

*The XBRL related information in Exhibit 101 shall not be deemed “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.

~~Table of Contents~~

SIGNATURES

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.

	QMIS TBS CAPITAL GROUP CORP.

Dated: ~~August 15,~~November 14, 2022

	By:	/s/ Yung Kong Chin
		Yung Kong Chin
		Chief Executive Officer

		(Principal Executive Officer)
Dated: ~~August 15,~~November 14, 2022
	By:	/s/ Ong Kar Yee
		Ong Kar Yee
		Chief Financial Officer
		(Principal Financial Officer)

Delaware		32-0619708
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

100 N. Barranca St. #1000
West Covina, CA		91791
(Address of Principal Executive Offices)		(Zip Code)

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

PART I		Page

~~Page~~Item 1.	Financial Statements	2

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16

Item 4.	Controls and Procedures	16

PART II

Item 1.	~~Financial Statements~~Legal Proceedings		4	16

Item 6.
~~Item 2.~~Exhibits	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~		26	17

Signatures		17
~~Item 3.~~	~~Quantitative and Qualitative Disclosures About Market Risk~~		31

~~Item 4.~~	~~Controls and Procedures~~		31

~~PART II~~

~~Item 1.~~	~~Legal Proceedings~~		32

~~Item 6.~~	~~Exhibits~~		32

	~~Signatures~~		33

	June 30,			December 31,
	2022			2021
	(Unaudited)
ASSETS
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)	$	209,418		$	183,458
Due to related parties (Note 7)		445,885			353,082
Total Current Liabilities		655,303			536,540

Total Liabilities		655,303			536,540

Commitments and Contingencies (Note 9)		-			-

Shareholders' Equity:
Common stock, par value $0.0001, 750,000,000 shares authorized; 300,000,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021		30,000			30,000
Additional paid-in capital		0			0
Retained Earnings (Accumulated deficit)		(660,303	)		(541,540	)
Total Shareholders' Equity (Deficit)		(630,303	)		(511,540	)
Total Liabilities and Shareholders' Equity (Deficit)	$	25,000		$	25,000

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenue
Sales	$	0		$	0		$	0		$	0
Cost of Goods Sold		0			0			0			0
Gross Profit		0			0			0			0

Operating Expenses
Management fees		10,000			0			30,000			0
Professional fees		36,956			69,331			80,519			104,636
Other general and administrative expenses		6,185			0			8,244			1,500
Total Operating Expenses		53,141			69,331			118,763			106,136

Loss from Operations		(53,141	)		(69,331	)		(118,763	)		(106,136	)

Loss before Provision for Income Tax		(53,141	)		(69,331	)		(118,763	)		(106,136	)

Provision for Income Tax		0			0			0			0

Net Loss	$	(53,141	)	$	(69,331	)	$	(118,763	)	$	(106,136	)

Other comprehensive income (loss)		0			0			0			0
Total comprehensive income (loss)	$	(53,141	)	$	(69,331	)	$	(118,763	)	$	(106,136	)

Basic and Fully Diluted Loss per Share	$	(0.00	)	$	0		$	(0.00	)	$	0

Weighted average shares outstanding		300,000,000			300,000,000			300,000,000			300,000,000

QMIS TBS CAPITAL GROUP CORP.

BALANCE SHEETS


							September 30,		December 31,
							2022		2021
							(Unaudited)
	ASSETS
	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)				$	126,694	$	183,458
		Due to related parties (Note 7)					562,573		353,082
			Total Current Liabilities				689,267		536,540

	Total Liabilities						689,267		536,540

	Commitments and Contingencies (Note 9)						-		-

	Shareholders' Equity:
			Common stock, par value $0.0001, 750,000,000 shares authorized; 300,000,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021				30,000		30,000
			Additional paid-in capital				-		-
			Retained Earnings (Accumulated deficit)				(694,267)		(541,540)
				Total Shareholders' Equity (Deficit)			(664,267)		(511,540)
					Total Liabilities and Shareholders' Equity (Deficit)	$	25,000	$	25,000

							Retained			Total
	Common Stock				Additional		Earnings			Shareholders'
	$0.0001 Par Value				Paid-in		(Accumulated			Equity
	Shares		Amount		Capital		Deficit)			(Deficit)
Balances at
January 1, 2022		300,000,000		300,000,000		0		(541,540	)		(511,540	)

Net income		-		0		0		(65,622	)		(65,622	)

Balances at
March 31, 2022 (Unaudited)		300,000,000		300,000,000		0		(607,162	)		(577,162	)

Net income		-		0		0		(53,141	)		(53,141	)

Balances at
June 30, 2022 (Unaudited)		300,000,000		300,000,000		0		(660,303	)		(630,303	)


Balances at
January 1, 2021		300,000,000		300,000,000		0		(206,405	)		(176,405	)

Net income		-		0		0		(36,805	)		(36,805	)

Balances at
March 31, 2021 (Unaudited)		300,000,000		300,000,000		0		(243,210	)		(213,210	)

Net income		-		0		0		(69,331	)		(69,331	)

Balances at
June 30, 2021 (Unaudited)		300,000,000		300,000,000		0		(312,541	)		(282,541	)

QMIS TBS CAPITAL GROUP CORP.

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
								Retained		Total
		Common Stock				Additional		Earnings		Shareholders'
		$0.0001 Par Value				Paid-in		(Accumulated		Equity
		Shares		Amount		Capital		Deficit)		(Deficit)
	Balances at
	January 1, 2022	300,000,000	$	300,000,000	$	-	$	(541,540)	$	(511,540)

	Net loss	-		-		-		(65,622)		(65,622)

	Balances at
	March 31, 2022 (Unaudited)	300,000,000	$	300,000,000	$	-	$	(607,162)	$	(577,162)

	Net loss	-		-		-		(53,141)		(53,141)

	Balances at
	June 30, 2022 (Unaudited)	300,000,000	$	300,000,000	$	-	$	(660,303)	$	(630,303)

	Net loss	-		-		-		(33,964)		(33,964)

	Balances at
	September 30, 2022 (Unaudited)	300,000,000	$	300,000,000	$	-	$	(694,267)	$	(664,267)


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

	Net loss	-		-		-		(36,805)		(36,805)

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

	Net loss	-		-		-		(69,331)		(69,331)

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

	Net loss	-		-		-		(59,974)		(59,974)

	Balances at
	September 30, 2021 (Unaudited)	300,000,000	$	300,000,000	$	-	$	(372,515)	$	(342,515)

QMIS TBS CAPITAL GROUP CORP.

STATEMENTS OF CASH FLOWS

			For the Nine Months Ended
			September 30,
			2022		2021
			(Unaudited)		(Unaudited)
	Cash Flows from Operating Activities

	Net loss	$	(152,727)	$	(166,110)
	Adjustments to reconcile net loss
	Stock compensation expenses
	Changes in operating assets and liabilities
	Increase/(Decrease) in accrued expenses		(56,764)		50,195
	Net cash used by operating activities		(209,491)		(115,915)

	Cash Flows from Investing Activities

	Initial deposit for acquisition agreement		-		-
	Net cash provided (used) by investing activities		-		-

	Cash Flows from Financing Activities

	Proceeds from related parties		209,491		115,915
	Net cash provided (used) by financing activities		209,491		115,915

	Increase (decrease) in cash		-		-
	Cash at beginning of period		-		-
	Cash at end of period	$	-	$	-

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

QMIS TBS CAPITAL GROUP CORP. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

June 30, 2022

	QMIS TBS CAPITAL			RICHFIELD ORION INTERNATIONAL,			Pro Forma			Pro Forma Consolidated
	GROUP CORP.			INC.			Adjustments			Balance Sheet
ASSETS
Current Assets:
Cash and cash equivalents	$	0		$	51,198					$	51,198
Receivable from clearing organization		0			14,146						14,146
Contract security deposit		0			2,256						2,256
Initial deposit for acquisition agreement		25,000			0	(b)		(25,000	)		0
Total Current Assets		25,000			67,600						67,600

Noncurrent Assets
Right-of-use assets		0			47,734						47,734
Total Noncurrent Assets		0			47,734						47,734

Total Assets	$	25,000		$	115,334					$	115,334

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	0		$	368					$	368
Accrued liabilities		-			11,687						11,687
Accrued expenses		209,418			-						209,418
Due to related parties		445,885			0						445,885
Operating lease liabilities		0			27,853						27,853
Total Current Liabilities		655,303			39,908						695,211

Noncurrent Liabilities
Operating lease liabilities		0			19,881						19,881
Total Noncurrent Liabilities		0			19,881						19,881

Total Liabilities		655,303			59,789						715,092

Commitments and Contingencies (Note 8)		0			0						0

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		0			52,589	(a)		(52,589	)		0
Additional paid-in capital		0			109,839	(a)		52,589
						(b)		(25,000	)		137,428
Retained Earnings (Accumulated deficit)		(660,303	)		(106,883	)					(767,186	)
Total Shareholders' Equity (Deficit)		(630,303	)		55,545						(599,758	)
Total Liabilities and Shareholders' Equity (Deficit)	$	25,000		$	115,334					$	115,334

QMIS TBS CAPITAL GROUP CORP. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

December 31, 2021

	QMIS TBS CAPITAL			RICHFIELD ORION INTERNATIONAL,			Pro Forma			Consolidated
	GROUP CORP.			INC.			Adjustments			Balance Sheet
ASSETS
Current Assets:
Cash and cash equivalents	$	0		$	50,971					$	50,971
Receivable from clearing organization		0			47,905						47,905
Contract security deposit		0			2,256						2,256
Initial deposit for acquisition agreement		25,000		0		(b)		(25,000	)		0
Total Current Assets		25,000			101,132						101,132

Noncurrent Assets
Right-of-use assets		0			58,344						58,344
Total Noncurrent Assets		0			58,344						58,344

Total Assets	$	25,000		$	159,476					$	159,476

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	0		$	368					$	368
Accrued liabilities		-			22,112						22,112
Accrued expenses		183,458			-						183,458
Due to related parties		353,082			0						353,082
Operating lease liabilities		0			26,634						26,634
Total Current Liabilities		536,540			49,114						585,654

Noncurrent Liabilities
Operating lease liabilities		0			31,710						31,710
Total Noncurrent Liabilities		0			31,710						31,710

Total Liabilities		536,540			80,824						617,364

Commitments and Contingencies (Note 8)		0			0						0

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		0			52,589	(a)		(52,589	)		0
Additional paid-in capital		0			75,739	(a)		52,589
						(b)		(25,000	)		103,328
Retained Earnings (Accumulated deficit)		(541,540	)		(49,676	)					(591,216	)
Total Shareholders’ Equity (Deficit)		(511,540	)		78,652						(457,888	)
Total Liabilities and Shareholders’ Equity (Deficit)	$	25,000		$	159,476		��			$	159,476

QMIS TBS CAPITAL GROUP CORP. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Six Months Ended June 30, 2022

	QMIS TBS CAPITAL			RICHFIELD ORION INTERNATIONAL,			Pro Forma	Pro Forma Consolidated Statements of
	GROUP CORP.			INC.			Adjustments	Operation

Revenue
Commissions from clearing account	$	0		$	113,072			$	113,072
Direct commissions		0			2,913				2,913
Total Revenue		0			115,985				115,985

Operating Expenses
Commissions and compensation		0			90,250				90,250
Ticket and trade fees		0			13,950				13,950
Occupancy		0			15,029				15,029
Regulatory Fees		0			6,956				6,956
Professional fees		80,519			30,349				110,868
Management fees		30,000			0				30,000
Technology and communications		0			3,208				3,208
Other general and administration expenses		8,244			1,470				9,714
Total Operating Expenses		118,763			161,212				279,975

Net Income (Loss) from Operations		(118,763	)		(45,227	)			(163,990	)

Net Income (Loss) before Provision for Income Tax		(118,763	)		(45,227	)			(163,990	)

Provision for Income Tax		0			0				0

Net Income (Loss)	$	(118,763	)	$	(45,227	)		$	(163,990	)

Other comprehensive income (loss)		0			0				0
Total comprehensive income (loss)	$	(118,763	)	$	(45,227	)		$	(163,990	)

Basic and Fully Diluted Loss per Share								$	(0.00	)

Weighted average shares outstanding									300,000,000

QMIS TBS CAPITAL GROUP CORP. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2021
							Pro Forma
	QMIS TBS CAPITAL			RICHFIELD ORION		Pro Forma	Consolidated Statements of
	GROUP CORP.			INTERNATIONAL, INC.		Adjustments	Operation

Revenue
Commission income	$	0		$	678,116		$	678,116
Total Revenue		0			678,116			678,116

Operating Expenses
Commissions and compensation		0			518,821			518,821
Ticket and trade fees		0			43,600			43,600
Occupancy		0			29,702			29,702
Regulatory Fees		0			17,853			17,853
Professional fees		253,526			15,910			269,436
Management fees		65,000			0			65,000
Technology and communications		0			5,329			5,329
Other general and administration expenses		16,609			6,792			23,401
Total Operating Expenses		335,135			638,007			973,142

Net Income (Loss) from Operations		(335,135	)		40,109			(295,026	)

Net Income (Loss) before Provision for Income Tax		(335,135	)		40,109			(295,026	)

Provision for Income Tax		0			0			0

Net Income (Loss)	$	(335,135	)	$	40,109		$	(295,026	)

Other comprehensive income (loss)		0			0			0
Total comprehensive income (loss)	$	(335,135	)	$	40,109		$	(295,026	)

Basic and Fully Diluted Loss per Share							$	(0.00	)

Weighted average shares outstanding								300,000,000