10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 31, 2023

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

Commission file number: 333-238872

QMIS TBS CAPITAL GROUP CORP.

(Exact name of registrant as specified in its charter)

Delaware	32-0619708
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
100 N. Barranca St. #1000
West Covina, CA	91791
(Address of Principal Executive Offices)	(Zip Code)

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

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

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

Title of each class	Trading Symbols	Name of each exchange on which registered
None	N/A	None

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ 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.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ 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 May 22, 2023, the issuer had 301,000,100 shares of its common stock issued and outstanding.

TABLE OF CONTENTS

PART I		Page
Item 1.	Financial Statements	2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34
PART II
Item 1.	Legal Proceedings	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 6.	Exhibits	35
Signatures		36

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

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

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

1

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

QMIS TBS CAPITAL GROUP CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	March 31,	December 31,
	2023	2022
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$429,485	187,437
Accounts receivable, net (Note 4)	8	2,054
Prepaid expenses	340	-
Contract security deposit	8,482	8,506
Total Current Assets	438,315	197,997
Property, plant and equipment, net (Note 5)	4,651	4,557
Operating lease right of use asset, net (Note 10)	6,731	12,801
Total Assets	$449,697	215,355
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable (Note 6)	$32,857	33,566
Accrued expenses (Note 7)	185,891	181,253
Deferred revenue-related parties (Note 9 (1))	6,254	1,500
Taxes payable (Note 8)	1,013,596	1,017,176
Operating lease liabilities – current (Note 10)	10,881	14,796
Due to related parties (Note 9 (5))	666,001	675,374
Total Current Liabilities	1,915,480	1,923,665
Operating lease liabilities – noncurrent (Note 10)	239	357
Total Liabilities	1,915,719	1,924,022
Commitments and Contingencies (Note 15)	-	-
Shareholders' Equity:
Preferred stock, par value $0.0001, 10,000,000 shares authorized; 0 shares issued and outstanding as of December 31, 2022 and 2021	-	-
Common stock, par value $0.0001, 750,000,000 shares authorized; 301,000,100 shares issued and outstanding as of March 31, 2023 and December 31, 2022*	30,100	30,100
Additional paid-in capital	1,251,350	1,251,350
Retained Earnings (Accumulated deficit)	(2,779,421)	(3,013,236)
Accumulated other comprehensive income	38,028	30,104
Total QMIS TBS Capital Group Corp. shareholders' equity	(1,459,943)	(1,701,682)
Non-controlling interest	(6,079)	(6,985)
Total Shareholders' Equity (Deficit)	(1,466,022)	(1,708,667)
Total Liabilities and Shareholders' Equity (Deficit)	$449,697	215,355

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

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

2

QMIS TBS CAPITAL GROUP CORP. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

	For the Three Months Ended
	March 31,	March 31,
	2023	2022
Revenue
Consultant services	$776,347	$631,678
Software development-related parties	31,198	90,653
Total revenue	807,545	722,331
Costs of Revenue
Costs of consultant services	120,817	1,050,771
Costs of software development	19,397	63,619
Total of costs of revenue	140,214	1,114,390
Gross Profit	667,331	(392,059)
Operating Expenses
General and administrative expenses
Payroll and employee benefit	15,358	7,442
Depreciation expenses	1,136	1,201
Office expenses	12,356	12,897
Rental expenses	9,903	9,861
Due and subscription	34,250	33,320
Taxes expenses	114	408
Professional fees	54,065	47,964
Consultant fees	-	87,000
Management fees	-	20,000
Management fees-related party (Note 9 (2))	285,189	822,806
Advisory fee-related party (Note 9 (3))	3,605	-
Total general and administrative expenses	415,976	1,042,899
Total Operating Expenses	415,976	1,042,899
Income (Loss) from Operation	251,355	(1,434,958)
Other Income (Expenses)
Interest income	11	2
Gain (loss) on foreign currency transaction	2,035	7,192
Total Other Income (Expenses)	2,046	7,194
Income (Loss) before Provision for Income Tax	253,401	(1,427,764)
Provision for Income Tax	19,125	111,021
Net Income (Loss)	234,276	(1,538,785)
Less: net income attributable to non-controlling interest	461	8,379
Net income (loss) attributable to
QMIS TBS Capital Group Corp.	$233,815	$(1,547,164)
Other comprehensive income (loss)
Effects of foreign currency conversion	8,369	4,561
Total comprehensive income (loss)	242,184	(1,542,603)
Less: comprehensive income (loss) attributable to non-controlling interest	445	(129)
Comprehensive income (loss) attributable to
QMIS TBS Capital Group Corp.	$241,739	$(1,542,474)
Basic and Fully Diluted Income (Loss) per Share	$0.00	$(0.01)
Weighted average shares outstanding	301,000,100	301,000,100

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

3

QMIS TBS CAPITAL GROUP CORP. AND SUBSIDIARIES

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

				Retained	Accumulated	Total QMIS TBS		Total
	Ordinary Shares		Additional	Earnings	Other	Capital Group Corp.		Shareholders'
	Number of		Paid-in	(Accumulated	Comprehensive	Shareholders'	Non-controlling	Equity
	Shares*	Amount	Capital	Deficit)	Income (Loss)	Equity (Deficit)	Interest	(Deficit)
Balance at
January 1, 2023*	301,000,100	30,100	1,251,350	(3,013,236)	30,104	(1,701,682)	(6,985)	(1,708,667)
Capital contribution	-	-	-	-	-	-	-	-
Net income	-	-	-	233,815	-	233,815	461	234,276
Foreign currency translation adjustment	-	-	-	-	7,924	7,924	445	8,369.00
Balances at
March 31, 2023*	301,000,100	30,100	1,251,350	(2,779,421)	38,028	(1,459,943)	(6,079)	(1,466,022)
Balance at
January 1, 2022*	301,000,100	30,100	251,375	(786,951)	(17,445)	(522,921)	16,951	(505,970)
Capital contribution	-	-	999,975	-	-	999,975	-	999,975
Net income	-	-	-	(1,547,164)	-	(1,547,164)	8,379	(1,538,785)
Foreign currency translation adjustment	-	-	-	-	4,690	4,690	(129)	4,561
Balances at
March 31, 2022*	301,000,100	30,100	1,251,350	(2,334,115)	(12,755)	(1,065,420)	25,201	(1,040,219)

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

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

4

QMIS TBS CAPITAL GROUP CORP. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Three Months Ended
	March 31,	March 31,
	2023	2022
Cash Flows from Operating Activities
Net loss	$234,276	$(1,538,785)
Adjustments to reconcile net loss
Depreciation	1,136	1,201
Amortization of operating lease right-of-use assets	6,068	5,881
Written off initial deposit for acquisition	-	-
Changes in assets and liabilities
Accounts receivable	2,052	148,563
Prepaid expenses	(343)	53,889
Contract security deposit	-	1,230
Accounts payable	(615)	(1,908)
Accrued expenses	4,850	(32,137)
Taxes payable	1,680	111,060
Deferred revenue	4,786	6,372
Operating lease liabilities	(4,013)	(5,794)
	-	-
Net cash used by operating activities	249,877	(1,250,428)
Cash Flows from Investing Activities
Purchase of property and equipment	(1,245)	(369)
Net cash provided (used) by investing activities	(1,245)	(369)
Cash Flows from Financing Activities
Shareholders capital contribution	-	999,975
Proceeds from related parties	86,415	96,541
Repayment to related parties	(89,559)	(984,218)
Net cash provided (used) by financing activities	(3,144)	112,298
Effect on changes in foreign exchange rate	(3,440)	(2,127)
Increase (decrease) in cash	242,048	(1,140,626)
Cash at beginning of period	187,437	1,409,794
Cash at end of period	$429,485	$269,168
Supplemental Disclosures of Cash Flow Information:
Cash paid during the year for:
Interest	$-	$-
Income tax	$-	$-

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

5

QMIS TBS CAPITAL GROUP CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - ORGANIZATION

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

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

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

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

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

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

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

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

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

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

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

6

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

The Company’s organization chart after the share exchanges follows:

 

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

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

7

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

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

These unaudited interim consolidated financial statements do not include all of the information and disclosure required by the U.S. GAAP for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments consisting of normal recurring nature considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2022

Non-controlling Interest

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

Foreign Currency Translation

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

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

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

The exchange rates used for foreign currency translation were as follows:

USD$1 = HKD

	Period Covered	Balance Sheet Date Rates	Average Rates
Three months ended March 31, 2023		7.8499	7.8391
Three months ended March 31, 2022		7.8325	7.8055

USD$1 = MYR
	Period Covered	Balance Sheet Date Rates	Average Rates
Three months ended March 31, 2023		4.4130	4.3872
Three months ended March 31, 2022		4.2019	4.1918

8

Use of Estimates

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

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

Fair Value of Financial Instruments

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

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

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

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

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

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all other highly liquid instruments with original maturities of three months or less.

Statements of Cash Flows

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

Accounts Receivable

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

9

Property, plant and equipment

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

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

Costs of repairs and maintenance are expensed as incurred and asset improvements are capitalized. The cost and related accumulated depreciation of assets disposed of or retired are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of income.

Impairment of long-lived assets

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

Operating lease

The Company leases are classified as operating leases in accordance with Topic 842. Under Topic 842, lessees are required to recognize the following for all leases (with the exception of short-term leases) on the commencement date: (i) lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.

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

Concentration of Credit Risk

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

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

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

Revenue Recognition

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

10

The Company currently generates its revenue from the following main sources:

Revenue from consultant services

QSC, QFL, and QTBS work together to provide business consultant services to customers. The revenue is recognized at the point in time when the consultant services promised are performed and accepted by the customers, which is generally when the consultant project is delivered to and accepted by the customer.

Revenue from Software Development

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

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

Cost of Revenues

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

Comprehensive Income (Loss)

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

Income Taxes

The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

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

QSC, QWT, QCV, QGE, QBT, QIB, and QR operate in Malaysia and are subject to the income tax laws of Malaysia. QFL and QTBS operate in Hong Kong and are subject to the income tax law of Hong Kong. As of March 31, 2023 and December 31, 2022, all of the Company’s tax returns remain open for statutory examination by relevant tax authorities.

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

Service taxes

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

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Earnings per share

Basic earnings per ordinary share is computed by dividing net earnings attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to ordinary shareholders by the sum of the weighted average number of ordinary share outstanding and of potential ordinary share (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted earnings per share. For the three months ended March 31, 2023 and 2022, the Company had no dilutive stocks.

Related Parties Transactions

The Company identifies related parties, and accounts for, discloses related party transactions in accordance with ASC 850, “Related Party Disclosures” and other relevant ASC standards.

A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered as a related party transaction when there is a transfer of resources or obligations between related parties. Related parties may be individuals or corporate entities.

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts of related party transactions due to their related party nature.

Segment Reporting

ASC 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s chief operating decision maker organizes segments within the Company for making operating decisions assessing performance and allocating resources. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.

Management determined the Company’s operations constitute two reportable segments in accordance with ASC 280, business consultant services and software development.

Recently Issued Accounting Pronouncements

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

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Note 3 - GOING CONCERN

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

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

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

Note 4 - ACCOUNTS RECEIVABLE

		March 31,		December 31,
		2023		2022
Accounts receivable	$	-	$	-
Accounts receivable-related parties		8		2,054
Less: Allowance for doubtful accounts		-		-
Accounts receivable, net	$	8	$	2,054

Bad debt expense charged to operations was $0 three months ended March 31, 2023 and 2022.

* Refer to Note 9 (1) - Related party transactions.

Note 5 - PROPERTY, PLANT AND EQUIPMENT

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

		March 31,		December 31,
		2023		2022
Office equipment and furniture	$	6,241	$	5,017
Computers and printers		11,984		12,019
Leasehold improvements		20,384		20,444
Total		38,609		37,480
Less: Accumulated depreciation		(33,958)		(32,923)
Total property, plant and equipment, net	$	4,651	$	4,557

Depreciation expense charged to operations was $1,136 and $1,201 for the three months ended March 31, 2023 and 2022, respectively.

Note 6 - ACCOUNTS PAYABLE

Accounts payable consist of the following:
		March 31,		December 31,
		2023		2022
Accounts payable	$	-	$	10,840
Accounts payable-related parties*		32,857		22,726
Total	$	32,857	$	33,566

* Refer to Note 9 (4) - Related party transaction.

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Note 7 - ACCRUED EXPENSES

Accrued expenses consist of the following:
		March 31,		December 31,
		2023		2022
Accrued pension and employee benefit	$	36,390	$	32,651
Accrued professional fees		138,867		140,001
Accrued office expenses		10,634		8,601
Total	$	185,891	$	181,253

Note 8 - TAXES PAYABLE

Taxes payable consist of the following:
		March 31,		December 31,
		2023		2022
Malaysia income taxes payable	$	98,268	$	115,947
Malaysia services taxes payable		170,254		170,750
Hong Kong income taxes payable		745,074		730,479
Total	$	1,013,596	$	1,017,176

Note 9 - RELATED PARTY TRANSACTIONS

The Company had transactions with the following related parties:

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

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

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

(2)Management fees paid to QMIS Financial Group Limited 

QMIS Finance Limited ("QFL") and QMIS TBS Capital Group Corp. ("QTBS") paid management fees to QMIS Financial Group Limited for general and administrative services, such as office space and bookkeeping. The management fees amounted to $285,189 and $822,806 in the three months ended March 31, 2023 and 2022, respectively. There was no outstanding balance for accounts payable to QMIS Finance Group Limited as of March 31, 2023, and December 31, 2022, respectively.

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(3)Advisory fees paid to QMIS Asset Management Limited 

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

(4)Accounts payable to Pantop Millennium SDN BHD 

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

(5)Due to related parties 

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

Due to lack of cash resources, Dr. Yung Kong Chin has financed the Company's operation. Whenever the Company needs cash resources, Dr. Chin loans money to the Company to support its operation. These loans are unsecured, non-interest bearing and payable on demand. As of the date of this Report, there were no written agreements for these advances.

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

		March 31,		December 31,
		2023		2022
Mr. Yung Kong Chin	$	590,042	$	610,557
Pantop Venture Capital SDN BHD		75,959		64,817
Total	$	666,001	$	675,374

Compensation paid to directors

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

Compensation paid to directors consists of the following:

		For the Three Months Ended
		March 31,		March 31,
		2023		2022
Mr. Yung Kong Chin	$	24,553	$	418,141
Mr. Huan Fung Chin		10,257		20,001
Total	$	34,810	$	438,142

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Note 10 - LEASES

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

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

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

		For the Three Months Ended
		March 31,		March 31,
		2023		2022
Operating lease cost	$	6,277	$	6,554

	March 31,	December 31,
	2023	2022
Weighted Average Remaining Lease Term - Operating leases	0.38 years	0.58 years
Weighted Average Discount Rate - Operating leases	8.00%	8.00%

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

		December 31,
		2022
2023	$	10,996
2024		245
Total lease payments		11,241
Less: imputed interest		(121)
Total lease liabilities		11,120
Less: current portion		10,881
Non-current lease liabilities	$	239

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Note 11 - INCOME TAXES

United States

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

Malaysia

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

Hong Kong

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

The components of the income tax provision were as follows:

		For the Three Months ended
		March 31,		March 31,
		2023		2022
Current tax provision:
United States	$	-	$	-
Malaysia		-		-
Hong Kong		19,125		111,021
		19,125		111,021
Deferred tax provision:
United States		-		-
Malaysia		-		-
Hong Kong		-		-
		-		-
	$	19,125	$	111,021

Accounting for Uncertainty in Income Taxes

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

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Note 12 - SEGMENT REPORTING

Revenue by service categories

		For the Three Months Ended
		March 31,		March 31,
		2023		2022
Revenue
Consultant services	$	776,347	$	631,678
Software development		31,198		90,653
		807,545		722,331
Operating costs
Consultant services		526,051		2,084,283
Software development		30,139		73,006
		556,190		2,157,289
Income (loss) from operations
Consultant services		250,296		(1,452,605)
Software development		1,059		17,647
		251,355		(1,434,958)
Other income (expenses)
Consultant services		2,046		7,194
Software development		-		-
		2,046		7,194
Income (loss) before income tax expense
Consultant services		252,342		(1,445,411)
Software development		1,059		17,647
		253,401		(1,427,764)
Income tax expense
Consultant services		19,125		111,021
Software development		-		-
		19,125		111,021
Net income (loss)
Consultant services		233,217		(1,556,432)
Software development		1,059		17,647
	$	234,276	$	(1,538,785)
Capital expenditure
Consultant services	$	-	$	369
Software development		1,245		-
	$	1,245	$	369

	March 31,			December 31,
		2023		2022
Total assets
Consultant services	$	244,626	$	27,973
Software development		21,476		6,543
Other		183,595		180,839
	$	449,697	$	215,355

Note 13 - EQUITY CAPITAL

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.

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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.

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

Capital Stock Issued and Outstanding

As of March 31, 2023, and December 31, 2022, 301,000,100 shares of common stock were issued and outstanding, respectively, no shares of preferred stock were issued and outstanding, respectively. The number of shares reflects the retrospective presentation of the share issuance on February 13, 2023, due to the recapitalization between entities under common control.

Note 14 - CONVERTIBLE PROMISSORY NOTE

On October 30, 2020, the Company entered into an agreement to issue a convertible promissory note (the "Note") in the principal amount of one million five hundred thousand dollars ($1,500,000), 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 percent (8%) per six months, such principal and interest to be payable on demand. The Note is a general unsecured obligation of the Company. At any time, the unpaid principal amount of the Note and any unpaid interest accrued thereon can be converted into the Company's common stock at $1.50 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 quarter of 2023.

Note 15 - CONTINGENCIES, RISKS AND UNCERTAINTIES

Foreign operation

The Company’s operations are carried out in Malaysia and Hong Kong. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments therein. In addition, the Company’s business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, rates and methods of taxation among other factors.

Liquidity risk

The Company is exposed to liquidity risk which is a risk that the Company is unable to provide sufficient capital resources and liquidity to meet its commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, the Company will turn to other financial institutions and the shareholders to obtain short-term funding to meet the liquidity shortage.

Other risk

The Company’s business, financial condition and results of operations may also be negatively impacted by risks related to natural disasters, extreme weather conditions, health epidemics and other catastrophic incidents, such as the COVID-19 outbreak and spread, which could significantly disrupt the Company’s operations.

Note 16 - SUBSEQUENT EVENTS

The Company evaluated subsequent events from the balance sheet date to the date the unaudited consolidated financial statements were available to be issued, and concluded that no subsequent events have occurred that would require recognition or disclosure in the unaudited consolidated financial statements.

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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

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

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

Organization

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

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

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

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

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

20

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

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

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

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

A schematic of the Company’s current corporate structure is set forth below.

 

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OVERVIEW

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

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

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

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

-QMIS Securities Capital (M) Sdn. Bhd. (“QSC”), 

-QMIS TBS Capital Group Corp. (HK) (“QTBS”), 

-QMIS Finance Limited (“QFL”), 

-QMIS Investment Bank Limited (“QIB”), 

-QMIS Richwood Blacktech Sdn. Bhd. (“QR”). 

QMIS Securities Capital (M) Sdn. Bhd. (“QSC”)

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

QSC owns 100% of QMIS Securities Capital (M) Sdn Bhd (“QSC”), which owns:

-100% of QMIS TBS Capital Group Corp (HK) (“QTBS”),  

-100% of QMIS Finance Limited (“QFL”),  

-99.9% of QMIS Capital Venture Sdn. Bhd (“QCV”),  

-70% of QMIS World Trade International Sdn. Bhd. (“QWT”),  

-20% of QMIS Biotech Group Berhad (“QBT”), and  

-20% of QMIS Waste Management Group Berhad (“QWM”). 

QMIS TBS Capital Group Corp. (HK) (“QTBS”)

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

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

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

•Management and Strategy Consulting 

•Corporate Advisory 

•Market Research and Survey 

•Business Incubation 

QMIS Finance Limited (“QFL”)

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

-QMIS Investment Bank Limited (“QIB”) (100%); and 

-QMIS Richwood Blacktech Sdn. Bhd. (“QR”) (51%) 

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QMIS Investment Bank Limited (“QIB”)

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

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

QMIS Richwood Blacktech Sdn. Bhd. (“QR”)

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

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

GOING CONCERN

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

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

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

KEY FACTORS AFFECTING OUR RESULTS OF OPERATIONS

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

Corporate Consultant Services

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

Market and Competitive Environment

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

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Talent Management

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

Industry Knowledge

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

Research methodology, Data Analysis and Interpretation

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

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

Client relationships

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

Electronic Payment Solution

Regulation and compliance:

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

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

Other General Market Conditions Affecting the Performance of the Company:

·Technical expertise 

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

·Compliance with regulations 

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

·User adoption  

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

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·Market competition 

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

·Data security 

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

·Market demand  

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

·Client satisfaction  

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

·Financial resources  

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

·Cost management  

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

·Challenges of geographic concentration 

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

·Marketing and brand awareness 

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

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

·User experience 

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

·Security  

Ensuring the security of users' funds and personal information is paramount.

·Partnership and integration  

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

·Marketing and user acquisition  

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

·Regulation compliance 

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

·Scalability  

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

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·Regional market expanding 

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

·Continuous innovation  

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

Investment Banking Services

Regulation and compliance:

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

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

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

Other General Market Conditions Affecting the Performance of the Company:

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

Economic conditions

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

Competition

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

Regulatory environment

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

Technology advancements

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

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

INDUSTRY

The Market Size of E-payment Industry in Southeast Asia.

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

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

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

Impact of the COVID-19 Pandemic on Our Business and Operations

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

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

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

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

Impact of the Russia-Ukraine war on Our Business and Operations

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

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

Revenue Recognition

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

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

QSC currently generates its revenue from the following main sources:

-Revenue from consultant services: 

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

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

-Revenue from Software Development: 

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

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

Cost of Revenues

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

Comprehensive Income (Loss)

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

Credit Risk

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

Research and Development Expenses

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

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Result of Operations

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

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

		For the Three Months ended March 31,
		2023			2022			Variance
		Amount	% of Revenue		Amount	% of Revenue		Amount	%
REVENUE	$	807,545	100%	$	722,331	100%	$	85,214	12%
COST OF REVENUES		140,214	17%		1,114,390	154%		(974,176)	-87%
GROSS PROFIT		667,331	83%		(392,059)	-54%		1,059,390	270%
Operating expenses:
General Administrative Expenses		415,976	52%		1,042,899	144%		(626,923)	-60%
Total operating expenses		415,976	52%		1,042,899	144%		(626,923)	-60%
Income (Loss) from Operation		251,355	31%		(1,434,958)	-199%		1,686,313	118%
Total Other Income (Expense)		2,046	0%		7,194	1%		(5,148)	-72%
Loss before Provision of Income Tax		253,401	31%		(1,427,764)	-198%		1,681,165	118%
Provision for income tax		19,125	2%		111,021	15%		(91,896)	-83%
Net Income (Loss)	$	234,276	29%	$	(1,538,785)	-213%	$	1,773,061	115%
Less: net loss attributable to non-controlling interest		461	0%		8,379	1%		(7,918)	-94%
Net income (loss) attributable to QMIS TBS Capital Group Corp.	$	233,815	29%	$	(1,547,164)	-214%	$	1,780,979	115%

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

Revenues

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

		For the Three Months Ended March 31,
		2023			2022			Variance
		Amount	%		Amount	%		Amount	%
Consultant Services	$	776,347	96%	$	631,678	87%	$	144,669	23%
Software-development related parties		31,198	4%		90,653	13%		(59,455)	-66%
Total Revenue	$	807,545	100%	$	722,331	100%	$	85,214	12%

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

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

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

Cost of Sales

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

		For the Three Months Ended March 31,
		2023			2022			Variance
		Amount	%		Amount	%		Amount	%
Cost of Consultant Services	$	120,817	86%	$	1,050,771	94%	$	(929,954)	-89%
Cost of Software Development		19,397	14%		63,619	6%		(44,222)	-70%
Total Cost of Sales	$	140,214	100%	$	1,114,390	100%	$	(974,176)	-87%

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

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

Gross Profit

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

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Operating Expenses

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

		For the Three Months ended March 31,
		2023			2022			Variance
General Administrative		Amount	%		Amount	%			Amount	%
Expenses	$			$			$
Payroll and Employee Benefits		15,358	4%		7,442	1%			7,916	106%
Depreciation Expenses		1,136	0%		1,201	0%			(65)	-5%
Office Expenses		12,356	3%		12,897	1%			(541)	-4%
Rental Expenses		9,903	2%		9,861	1%			42	0%
Due and Subscription		34,250	8%		33,320	3%			930	3%
Taxes Expenses		114	0%		408	0%			(294)	-72%
Professional Fees		54,065	13%		47,964	5%			6,101	13%
Consultation Fees		-	0%		87,000	8%			(87,000)	-100%
Management Fees		-	0%		20,000	2%			(20,000)	-100%
Management-Related Fees		285,189	69%		822,806	79%			(537,617)	-65%
Advisory Fee-Related Party		3,605	1%		-	0%			3,605	100%
Total Operating Expenses	$	415,976	100%	$	1,042,899	100%	$		(626,923)	-60%

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

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

Other Income, Net

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

Income Tax Expenses

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

Net Income

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

Net Income (Loss) Attributable to Non-Controlling Interest

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

Net income (loss) attributable to QMIS TBS Capital Group Corp.

As a result of the foregoing, we reported a net income attributable to QMIS TBS Capital Group Corp. of $233,815 for the three months ended March 31, 2023, representing a $1,780,979 or 115% increase from a net loss of $1,547,164 for the three months ended March 31, 2022.

31

Liquidity and Capital Resources

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

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

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

		For the Three Months Ended
		March 31,		March 31,
		2023		2022
Net cash used by operating activities	$	249,877	$	(1,250,428)
Net cash provided (used) by investing activities		(1,245)		(369)
Net cash provided (used) by financing activities		(3,144)		112,298
Effect on changes in foreign exchange rate		(3,440)		(2,127)
NET CHANGE IN CASH		242,048		(1,140,626)
CASH BEGINNING OF YEAR		187,437		1,409,794
CASH END OF YEAR	$	429,485	$	269,168

Operating Activities

Net cash provided by operating activities was $249,877 in the three months ended March 31, 2023, as compared to the Company had a net cash used in operating activities of $1,250,428 in the three months ended March 31, 2022, primarily consisting of the following:

i.Net income of $234,276. 

ii.Increase of $4,850 in accrued expenses, due to increase in professional expenses related to SEC filings. 

iii.Increase of $4,786 in deferred revenue from a related party. 

Investing Activities

For the three months ended March 31, 2023, net cash used in investment activities was $1,245, as compared to net cash used in investing activities amounted to $369 in the three months ended March 31, 2022, primarily consisting of the purchase of fixed assets of $1, 245.

Financing Activities

Net cash used in financing activities for the three months ended March 31, 2023, amounted to $3,144, as compared to net cash provided by financing activities in the three months ended March 31, 2022, primarily consisting of repayment of $89,559 for loans from related parties, offset by proceeds of $86,415 from loans from related parties.

Contractual Obligations

Lease commitment

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

32

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

		December 31,
		2022
2023	$	10,996
2024		245
Total lease payments		11,241
Less: imputed interest		(121)
Total lease liabilities		11,120
Less: current portion		10,881
Non-current lease liabilities	$	239

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.

Going Concern

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

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

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

Revenue Recognition

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

The Company currently generates its revenue from the following main sources:

Revenue from consultant services

QSC, QFL, and QTBS work together to provide business consultant services to customers. The revenue is recognized at the point in time when the consultant services promised are performed and accepted by the customers, which is generally when the consultant project is delivered to and accepted by the customer.

33

Revenue from Software Development

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

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

Cost of Revenues

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

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, March 31, 2023. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s 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 2023.

Changes in Internal Control over Financial Reporting

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

34

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

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

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

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

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. 

35

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: May 22, 2023
	By:	/s/ Yung Kong Chin
		Yung Kong Chin
		Chief Executive Officer
		(Principal Executive Officer)
Dated: May 22, 2023
	By:	/s/ Ong Kar Yee
		Ong Kar Yee
		Chief Financial Officer
		(Principal Financial Officer)

36

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Chin Yung Kong, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of QMIS TBS Capital Group Corp.; 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): 

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and 

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. 

Dated:  May 22, 2023

By: /s/ Chin Yung Kong  

Chin Yung Kong

Chief Executive Officer

(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Ong Kar Yee, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of QMIS TBS Capital Group Corp.; 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and  

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): 

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and 

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. 

Dated:  May 22, 2023

By: /s/ Ong Kar Yee  

Ong Kar Yee

Chief Financial Officer

(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of QMIS TBS Capital Group Corp. (the “Company”) for the quarter ending March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Chin Yung Kong, Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1)The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 

Dated:  May 22, 2023	By: /s/ Chin Yung Kong
	Chin Yung Kong
	Chief Executive Officer

This certification accompanies each Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of QMIS TBS Capital Group Corp. (the “Company”) for the quarter ending March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Ong Kar Yee, Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1)The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 

Dated:  May 22, 2023	By: /s/ Ong Kar Yee
	Ong Kar Yee
	Chief Accounting Officer

This certification accompanies each Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2023	May 22, 2023
Details
Registrant CIK	0001796160
Fiscal Year End	--12-31
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	333-238872
Entity Registrant Name	QMIS TBS CAPITAL GROUP CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	32-0619708
Entity Address, Address Line One	100 N. Barranca St.
Entity Address, Address Line Two	#1000
Entity Address, City or Town	West Covina
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91791
Entity Address, Address Description	(Address of Principal Executive Offices)
Phone Fax Number Description	Registrant’s telephone number, including area code
City Area Code	917
Local Phone Number	675-3214
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	true
Entity Common Stock, Shares Outstanding		301,000,100
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1

XML

CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current Assets
Cash and cash equivalents	$ 429,485	$ 187,437
Accounts receivable, net (Note 4)	8	2,054
Prepaid expenses	340	0
Contract security deposit	8,482	8,506
Total Current Assets	438,315	197,997
Property, plant and equipment, net (Note 5)	4,651	4,557
Operating lease right of use asset, net (Note 10)	6,731	12,801
Total Assets	449,697	215,355
Current Liabilities
Accounts payable (Note 6)	32,857	33,566
Accrued expenses (Note 7)	185,891	181,253
Deferred revenue-related parties (Note 9 (1))	6,254	1,500
Taxes payable (Note 8)	1,013,596	1,017,176
Operating lease liabilities - current (Note 10)	10,881	14,796
Due to related parties (Note 9 (5))	666,001	675,374
Total Current Liabilities	1,915,480	1,923,665
Operating lease liabilities - noncurrent (Note 10)	239	357
Total Liabilities	1,915,719	1,924,022
Commitments and Contingencies (Note 15)	0	0
Shareholders' Equity
Preferred stock, par value $0.0001, 10,000,000 shares authorized; 0 shares issued and outstanding as of December 31, 2022 and 2021	0	0
Common stock, par value $0.0001, 750,000,000 shares authorized; 301,000,100 shares issued and outstanding as of March 31, 2023 and December 31, 2022*	30,100	30,100
Additional paid-in capital	1,251,350	1,251,350
Retained Earnings (Accumulated deficit)	(2,779,421)	(3,013,236)
Accumulated other comprehensive income	38,028	30,104
Total QMIS TBS Capital Group Corp. shareholders' equity	(1,459,943)	(1,701,682)
Non-controlling interest	(6,079)	(6,985)
Total Shareholders' Equity (Deficit)	(1,466,022)	(1,708,667)
Total Liabilities and Shareholders' Equity (Deficit)	$ 449,697	$ 215,355

XML

CONSOLIDATED BALANCE SHEETS - Parenthetical - $ / shares	Mar. 31, 2023	Dec. 31, 2022
CONSOLIDATED BALANCE SHEETS
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	750,000,000	750,000,000
Common Stock, Shares, Issued	301,000,100	301,000,100
Common Stock, Shares, Outstanding	301,000,100	301,000,100

XML

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenue
Consultant services	$ 776,347	$ 631,678
Software development-related parties	31,198	90,653
Total revenue	807,545	722,331
Costs of Revenue
Costs of consultant services	120,817	1,050,771
Costs of software development	19,397	63,619
Total of costs of revenue	140,214	1,114,390
Gross Profit	667,331	(392,059)
General and administrative expenses
Payroll and employee benefit	15,358	7,442
Depreciation	1,136	1,201
Office expenses	12,356	12,897
Rental expenses	9,903	9,861
Due and subscription	34,250	33,320
Taxes expenses	114	408
Professional fees	54,065	47,964
Consultant fees	0	87,000
Management fees	0	20,000
Management fees-related party (Note 9 (2))	285,189	822,806
Advisory fee-related party (Note 9 (3))	3,605	0
Total general and administrative expenses	415,976	1,042,899
Total Operating Expenses	415,976	1,042,899
Income (Loss) from Operation	251,355	(1,434,958)
Other Income (Expenses)
Interest income	11	2
Gain (loss) on foreign currency transaction	2,035	7,192
Total Other Income (Expenses)	2,046	7,194
Income (Loss) before Provision for Income Tax	253,401	(1,427,764)
Provision for Income Tax	19,125	111,021
Net loss	234,276	(1,538,785)
Less: net income attributable to non-controlling interest	461	8,379
Net income (loss) attributable to QMIS TBS Capital Group Corp.	233,815	(1,547,164)
Net loss	8,369	4,561
Total comprehensive income (loss)	242,184	(1,542,603)
Less: comprehensive income (loss) attributable to non-controlling interest	445	(129)
Comprehensive income (loss) attributable to QMIS TBS Capital Group Corp.	$ 241,739	$ (1,542,474)
Basic and Fully Diluted Income (Loss) per Share	$ 0.00	$ (0.01)
Weighted average shares outstanding	301,000,100	301,000,100

XML

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($)	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	QMIS TBS Capital Group Corp. Shareholders' Equity (Deficit)	Noncontrolling Interest	Total
Equity, Attributable to Parent, Beginning Balance at Dec. 31, 2021	$ 30,100	$ 251,375	$ (786,951)	$ (17,445)	$ (522,921)	$ 16,951	$ (505,970)
Shares, Outstanding, Beginning Balance at Dec. 31, 2021	301,000,100
Capital contribution	$ 0	999,975	0	0	999,975	0	999,975
Foreign currency translation adjustment	0	0	0	4,690	4,690	(129)	4,561
Net loss	0	0	(1,547,164)	0	(1,547,164)	8,379	(1,538,785)
Equity, Attributable to Parent, Ending Balance at Mar. 31, 2022	$ 30,100	1,251,350	(2,334,115)	(12,755)	(1,065,420)	25,201	(1,040,219)
Shares, Outstanding, Ending Balance at Mar. 31, 2022	301,000,100
Equity, Attributable to Parent, Beginning Balance at Dec. 31, 2022	$ 30,100	1,251,350	(3,013,236)	30,104	(1,701,682)	(6,985)	(1,708,667)
Shares, Outstanding, Beginning Balance at Dec. 31, 2022	301,000,100
Capital contribution	$ 0	0	0	0	0	0	0
Foreign currency translation adjustment	0	0	0	7,924	7,924	445	8,369.00
Net loss	0	0	233,815	0	233,815	461	234,276
Equity, Attributable to Parent, Ending Balance at Mar. 31, 2023	$ 30,100	$ 1,251,350	$ (2,779,421)	$ 38,028	$ (1,459,943)	$ (6,079)	$ (1,466,022)
Shares, Outstanding, Ending Balance at Mar. 31, 2023	301,000,100

XML

Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Net Cash Provided by (Used in) Operating Activities
Net loss	$ 234,276	$ (1,538,785)
Adjustments to reconcile net loss
Depreciation	1,136	1,201
Amortization of operating lease right-of-use assets	6,068	5,881
Written off initial deposit for acquisition	0	0
Changes in assets and liabilities
Accounts receivable	2,052	148,563
Prepaid expenses	(343)	53,889
Contract security deposit	0	1,230
Accounts payable	(615)	(1,908)
Accrued expenses	4,850	(32,137)
Taxes payable	1,680	111,060
Deferred revenue	4,786	6,372
Operating lease liabilities	(4,013)	(5,794)
Net cash used by operating activities	249,877	(1,250,428)
Cash Flows from Investing Activities
Purchase of property and equipment	(1,245)	(369)
Net cash provided (used) by investing activities	(1,245)	(369)
Cash Flows from Financing Activities
Shareholders capital contribution	0	999,975
Proceeds from related parties	86,415	96,541
Repayment to related parties	(89,559)	(984,218)
Net cash provided (used) by financing activities	(3,144)	112,298
Effect on changes in foreign exchange rate	(3,440)	(2,127)
Increase (decrease) in cash	242,048	(1,140,626)
Cash at beginning of period	187,437	1,409,794
Cash at end of period	429,485	269,168
Supplemental Disclosures of Cash Flow Information
Interest Paid, Including Capitalized Interest, Operating and Investing Activities	0	0
Income Taxes Paid, Net	$ 0	$ 0

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Note 1 - ORGANIZATION AND BUSINESS BACKGROUND

3 Months Ended

Mar. 31, 2023

Notes

Note 1 - ORGANIZATION AND BUSINESS BACKGROUND

Note 1 - ORGANIZATION

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

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

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

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

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

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

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

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

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

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

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

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

The Company’s organization chart after the share exchanges follows:

 

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

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

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Note 2 - SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2023

Notes

Note 2 - SIGNIFICANT ACCOUNTING POLICIES

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

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

These unaudited interim consolidated financial statements do not include all of the information and disclosure required by the U.S. GAAP for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments consisting of normal recurring nature considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2022

Non-controlling Interest

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

Foreign Currency Translation

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

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

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

The exchange rates used for foreign currency translation were as follows:

USD$1 = HKD

	Period Covered	Balance Sheet Date Rates	Average Rates
Three months ended March 31, 2023		7.8499	7.8391
Three months ended March 31, 2022		7.8325	7.8055

USD$1 = MYR
	Period Covered	Balance Sheet Date Rates	Average Rates
Three months ended March 31, 2023		4.4130	4.3872
Three months ended March 31, 2022		4.2019	4.1918

Use of Estimates

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

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

Fair Value of Financial Instruments

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

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

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

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

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

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all other highly liquid instruments with original maturities of three months or less.

Statements of Cash Flows

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

Accounts Receivable

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

Property, plant and equipment

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

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

Costs of repairs and maintenance are expensed as incurred and asset improvements are capitalized. The cost and related accumulated depreciation of assets disposed of or retired are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of income.

Impairment of long-lived assets

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

Operating lease

The Company leases are classified as operating leases in accordance with Topic 842. Under Topic 842, lessees are required to recognize the following for all leases (with the exception of short-term leases) on the commencement date: (i) lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.

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

Concentration of Credit Risk

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

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

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

Revenue Recognition

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

The Company currently generates its revenue from the following main sources:

Revenue from consultant services

QSC, QFL, and QTBS work together to provide business consultant services to customers. The revenue is recognized at the point in time when the consultant services promised are performed and accepted by the customers, which is generally when the consultant project is delivered to and accepted by the customer.

Revenue from Software Development

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

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

Cost of Revenues

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

Comprehensive Income (Loss)

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

Income Taxes

The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

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

QSC, QWT, QCV, QGE, QBT, QIB, and QR operate in Malaysia and are subject to the income tax laws of Malaysia. QFL and QTBS operate in Hong Kong and are subject to the income tax law of Hong Kong. As of March 31, 2023 and December 31, 2022, all of the Company’s tax returns remain open for statutory examination by relevant tax authorities.

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

Service taxes

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

Earnings per share

Basic earnings per ordinary share is computed by dividing net earnings attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to ordinary shareholders by the sum of the weighted average number of ordinary share outstanding and of potential ordinary share (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted earnings per share. For the three months ended March 31, 2023 and 2022, the Company had no dilutive stocks.

Related Parties Transactions

The Company identifies related parties, and accounts for, discloses related party transactions in accordance with ASC 850, “Related Party Disclosures” and other relevant ASC standards.

A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered as a related party transaction when there is a transfer of resources or obligations between related parties. Related parties may be individuals or corporate entities.

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts of related party transactions due to their related party nature.

Segment Reporting

ASC 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s chief operating decision maker organizes segments within the Company for making operating decisions assessing performance and allocating resources. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.

Management determined the Company’s operations constitute two reportable segments in accordance with ASC 280, business consultant services and software development.

Recently Issued Accounting Pronouncements

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

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Note 3 - GOING CONCERN

3 Months Ended

Mar. 31, 2023

Notes

Note 3 - GOING CONCERN

Note 3 - GOING CONCERN

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

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

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

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Note 4 - ACCOUNTS RECEIVABLE

3 Months Ended

Mar. 31, 2023

Notes

Note 4 - ACCOUNTS RECEIVABLE

Note 4 - ACCOUNTS RECEIVABLE

		March 31,		December 31,
		2023		2022
Accounts receivable	$	-	$	-
Accounts receivable-related parties		8		2,054
Less: Allowance for doubtful accounts		-		-
Accounts receivable, net	$	8	$	2,054

Bad debt expense charged to operations was $0 three months ended March 31, 2023 and 2022.

* Refer to Note 9 (1) - Related party transactions.

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Note 5 - PROPERTY, PLANT AND EQUIPMENT

3 Months Ended

Mar. 31, 2023

Notes

Note 5 - PROPERTY, PLANT AND EQUIPMENT

Note 5 - PROPERTY, PLANT AND EQUIPMENT

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

		March 31,		December 31,
		2023		2022
Office equipment and furniture	$	6,241	$	5,017
Computers and printers		11,984		12,019
Leasehold improvements		20,384		20,444
Total		38,609		37,480
Less: Accumulated depreciation		(33,958)		(32,923)
Total property, plant and equipment, net	$	4,651	$	4,557

Depreciation expense charged to operations was $1,136 and $1,201 for the three months ended March 31, 2023 and 2022, respectively.

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Note 6 - ACCOUNTS PAYABLE

3 Months Ended

Mar. 31, 2023

Notes

Note 6 - ACCOUNTS PAYABLE

Note 6 - ACCOUNTS PAYABLE

Accounts payable consist of the following:
		March 31,		December 31,
		2023		2022
Accounts payable	$	-	$	10,840
Accounts payable-related parties*		32,857		22,726
Total	$	32,857	$	33,566

* Refer to Note 9 (4) - Related party transaction.

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Note 7 - ACCRUED EXPENSES

3 Months Ended

Mar. 31, 2023

Notes

Note 7 - ACCRUED EXPENSES

Note 7 - ACCRUED EXPENSES

Accrued expenses consist of the following:
		March 31,		December 31,
		2023		2022
Accrued pension and employee benefit	$	36,390	$	32,651
Accrued professional fees		138,867		140,001
Accrued office expenses		10,634		8,601
Total	$	185,891	$	181,253

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Note 8 - TAXES PAYABLE

3 Months Ended

Mar. 31, 2023

Notes

Note 8 - TAXES PAYABLE

Note 8 - TAXES PAYABLE

Taxes payable consist of the following:
		March 31,		December 31,
		2023		2022
Malaysia income taxes payable	$	98,268	$	115,947
Malaysia services taxes payable		170,254		170,750
Hong Kong income taxes payable		745,074		730,479
Total	$	1,013,596	$	1,017,176

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Note 9 - RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2023

Notes

Note 9 - RELATED PARTY TRANSACTIONS

Note 9 - RELATED PARTY TRANSACTIONS

The Company had transactions with the following related parties:

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

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

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

(2)Management fees paid to QMIS Financial Group Limited 

QMIS Finance Limited ("QFL") and QMIS TBS Capital Group Corp. ("QTBS") paid management fees to QMIS Financial Group Limited for general and administrative services, such as office space and bookkeeping. The management fees amounted to $285,189 and $822,806 in the three months ended March 31, 2023 and 2022, respectively. There was no outstanding balance for accounts payable to QMIS Finance Group Limited as of March 31, 2023, and December 31, 2022, respectively.

(3)Advisory fees paid to QMIS Asset Management Limited 

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

(4)Accounts payable to Pantop Millennium SDN BHD 

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

(5)Due to related parties 

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

Due to lack of cash resources, Dr. Yung Kong Chin has financed the Company's operation. Whenever the Company needs cash resources, Dr. Chin loans money to the Company to support its operation. These loans are unsecured, non-interest bearing and payable on demand. As of the date of this Report, there were no written agreements for these advances.

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

		March 31,		December 31,
		2023		2022
Mr. Yung Kong Chin	$	590,042	$	610,557
Pantop Venture Capital SDN BHD		75,959		64,817
Total	$	666,001	$	675,374

Compensation paid to directors

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

Compensation paid to directors consists of the following:

		For the Three Months Ended
		March 31,		March 31,
		2023		2022
Mr. Yung Kong Chin	$	24,553	$	418,141
Mr. Huan Fung Chin		10,257		20,001
Total	$	34,810	$	438,142

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Note 10 - LEASES

3 Months Ended

Mar. 31, 2023

Notes

Note 10 - LEASES

Note 10 - LEASES

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

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

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

		For the Three Months Ended
		March 31,		March 31,
		2023		2022
Operating lease cost	$	6,277	$	6,554

	March 31,	December 31,
	2023	2022
Weighted Average Remaining Lease Term - Operating leases	0.38 years	0.58 years
Weighted Average Discount Rate - Operating leases	8.00%	8.00%

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

		December 31,
		2022
2023	$	10,996
2024		245
Total lease payments		11,241
Less: imputed interest		(121)
Total lease liabilities		11,120
Less: current portion		10,881
Non-current lease liabilities	$	239

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Note 11 - INCOME TAXES

3 Months Ended

Mar. 31, 2023

Notes

Note 11 - INCOME TAXES

Note 11 - INCOME TAXES

United States

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

Malaysia

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

Hong Kong

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

The components of the income tax provision were as follows:

		For the Three Months ended
		March 31,		March 31,
		2023		2022
Current tax provision:
United States	$	-	$	-
Malaysia		-		-
Hong Kong		19,125		111,021
		19,125		111,021
Deferred tax provision:
United States		-		-
Malaysia		-		-
Hong Kong		-		-
		-		-
	$	19,125	$	111,021

Accounting for Uncertainty in Income Taxes

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

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Note 12 - SEGMENT REPORTING

3 Months Ended

Mar. 31, 2023

Notes

Note 12 - SEGMENT REPORTING

Note 12 - SEGMENT REPORTING

Revenue by service categories

		For the Three Months Ended
		March 31,		March 31,
		2023		2022
Revenue
Consultant services	$	776,347	$	631,678
Software development		31,198		90,653
		807,545		722,331
Operating costs
Consultant services		526,051		2,084,283
Software development		30,139		73,006
		556,190		2,157,289
Income (loss) from operations
Consultant services		250,296		(1,452,605)
Software development		1,059		17,647
		251,355		(1,434,958)
Other income (expenses)
Consultant services		2,046		7,194
Software development		-		-
		2,046		7,194
Income (loss) before income tax expense
Consultant services		252,342		(1,445,411)
Software development		1,059		17,647
		253,401		(1,427,764)
Income tax expense
Consultant services		19,125		111,021
Software development		-		-
		19,125		111,021
Net income (loss)
Consultant services		233,217		(1,556,432)
Software development		1,059		17,647
	$	234,276	$	(1,538,785)
Capital expenditure
Consultant services	$	-	$	369
Software development		1,245		-
	$	1,245	$	369

	March 31,			December 31,
		2023		2022
Total assets
Consultant services	$	244,626	$	27,973
Software development		21,476		6,543
Other		183,595		180,839
	$	449,697	$	215,355

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Note 13 - EQUITY CAPITAL

3 Months Ended

Mar. 31, 2023

Notes

Note 13 - EQUITY CAPITAL

Note 13 - EQUITY CAPITAL

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.

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

Capital Stock Issued and Outstanding

As of March 31, 2023, and December 31, 2022, 301,000,100 shares of common stock were issued and outstanding, respectively, no shares of preferred stock were issued and outstanding, respectively. The number of shares reflects the retrospective presentation of the share issuance on February 13, 2023, due to the recapitalization between entities under common control.

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Note 14 - CONVERTIBLE PROMISSORY NOTE

3 Months Ended

Mar. 31, 2023

Notes

Note 14 - CONVERTIBLE PROMISSORY NOTE

Note 14 - CONVERTIBLE PROMISSORY NOTE

On October 30, 2020, the Company entered into an agreement to issue a convertible promissory note (the "Note") in the principal amount of one million five hundred thousand dollars ($1,500,000), 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 percent (8%) per six months, such principal and interest to be payable on demand. The Note is a general unsecured obligation of the Company. At any time, the unpaid principal amount of the Note and any unpaid interest accrued thereon can be converted into the Company's common stock at $1.50 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 quarter of 2023.

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Note 15 - CONTINGENCIES, RISKS AND UNCERTAINTIES

3 Months Ended

Mar. 31, 2023

Notes

Note 15 - CONTINGENCIES, RISKS AND UNCERTAINTIES

Note 15 - CONTINGENCIES, RISKS AND UNCERTAINTIES

Foreign operation

The Company’s operations are carried out in Malaysia and Hong Kong. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments therein. In addition, the Company’s business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, rates and methods of taxation among other factors.

Liquidity risk

The Company is exposed to liquidity risk which is a risk that the Company is unable to provide sufficient capital resources and liquidity to meet its commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, the Company will turn to other financial institutions and the shareholders to obtain short-term funding to meet the liquidity shortage.

Other risk

The Company’s business, financial condition and results of operations may also be negatively impacted by risks related to natural disasters, extreme weather conditions, health epidemics and other catastrophic incidents, such as the COVID-19 outbreak and spread, which could significantly disrupt the Company’s operations.

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Note 16 - SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2023

Notes

Note 16 - SUBSEQUENT EVENTS

Note 16 - SUBSEQUENT EVENTS

The Company evaluated subsequent events from the balance sheet date to the date the unaudited consolidated financial statements were available to be issued, and concluded that no subsequent events have occurred that would require recognition or disclosure in the unaudited consolidated financial statements.

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Note 2 - SIGNIFICANT ACCOUNTING POLICIES: Non-controlling Interest (Policies)

3 Months Ended

Mar. 31, 2023

Policies

Non-controlling Interest

Non-controlling Interest

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

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Note 2 - SIGNIFICANT ACCOUNTING POLICIES: Foreign Currency Translation (Policies)

3 Months Ended

Mar. 31, 2023

Policies

Foreign Currency Translation

Foreign Currency Translation

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

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

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

The exchange rates used for foreign currency translation were as follows:

USD$1 = HKD

	Period Covered	Balance Sheet Date Rates	Average Rates
Three months ended March 31, 2023		7.8499	7.8391
Three months ended March 31, 2022		7.8325	7.8055

USD$1 = MYR
	Period Covered	Balance Sheet Date Rates	Average Rates
Three months ended March 31, 2023		4.4130	4.3872
Three months ended March 31, 2022		4.2019	4.1918

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Note 2 - SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates (Policies)

3 Months Ended

Mar. 31, 2023

Policies

Use of Estimates

Use of Estimates

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

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

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Note 2 - SIGNIFICANT ACCOUNTING POLICIES: Fair Value of Financial Instruments (Policies)

3 Months Ended

Mar. 31, 2023

Policies

Fair Value of Financial Instruments

Fair Value of Financial Instruments

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

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

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

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

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

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Note 2 - SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Policies)

3 Months Ended

Mar. 31, 2023

Policies

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all other highly liquid instruments with original maturities of three months or less.

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Note 2 - SIGNIFICANT ACCOUNTING POLICIES: Statements of Cash Flows (Policies)

3 Months Ended

Mar. 31, 2023

Policies

Statements of Cash Flows

Statements of Cash Flows

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

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Note 2 - SIGNIFICANT ACCOUNTING POLICIES: Accounts Receivable (Policies)

3 Months Ended

Mar. 31, 2023

Policies

Accounts Receivable

Accounts Receivable

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

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Note 2 - SIGNIFICANT ACCOUNTING POLICIES: Property, Plant and Equipment (Policies)

3 Months Ended

Mar. 31, 2023

Policies

Property, Plant and Equipment

Property, plant and equipment

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

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

Costs of repairs and maintenance are expensed as incurred and asset improvements are capitalized. The cost and related accumulated depreciation of assets disposed of or retired are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of income.

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Note 2 - SIGNIFICANT ACCOUNTING POLICIES: Impairment of long-lived assets (Policies)

3 Months Ended

Mar. 31, 2023

Policies

Impairment of long-lived assets

Impairment of long-lived assets

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

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Note 2 - SIGNIFICANT ACCOUNTING POLICIES: Operating lease (Policies)

3 Months Ended

Mar. 31, 2023

Policies

Operating lease

Operating lease

The Company leases are classified as operating leases in accordance with Topic 842. Under Topic 842, lessees are required to recognize the following for all leases (with the exception of short-term leases) on the commencement date: (i) lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.

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

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Note 2 - SIGNIFICANT ACCOUNTING POLICIES: Concentration of Credit Risk (Policies)

3 Months Ended

Mar. 31, 2023

Policies

Concentration of Credit Risk

Concentration of Credit Risk

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

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

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

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Note 2 - SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition (Policies)

3 Months Ended

Mar. 31, 2023

Policies

Revenue Recognition

Revenue Recognition

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

The Company currently generates its revenue from the following main sources:

Revenue from consultant services

QSC, QFL, and QTBS work together to provide business consultant services to customers. The revenue is recognized at the point in time when the consultant services promised are performed and accepted by the customers, which is generally when the consultant project is delivered to and accepted by the customer.

Revenue from Software Development

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

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

Cost of Revenues

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

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Note 2 - SIGNIFICANT ACCOUNTING POLICIES: Comprehensive Income (Loss) (Policies)

3 Months Ended

Mar. 31, 2023

Policies

Comprehensive Income (Loss)

Comprehensive Income (Loss)

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

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Note 2 - SIGNIFICANT ACCOUNTING POLICIES: Income Taxes (Policies)

3 Months Ended

Mar. 31, 2023

Policies

Income Taxes

Income Taxes

The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

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

QSC, QWT, QCV, QGE, QBT, QIB, and QR operate in Malaysia and are subject to the income tax laws of Malaysia. QFL and QTBS operate in Hong Kong and are subject to the income tax law of Hong Kong. As of March 31, 2023 and December 31, 2022, all of the Company’s tax returns remain open for statutory examination by relevant tax authorities.

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.

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Note 2 - SIGNIFICANT ACCOUNTING POLICIES: Service Taxes Policy (Policies)

3 Months Ended

Mar. 31, 2023

Policies

Service Taxes Policy

Service taxes

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

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Note 2 - SIGNIFICANT ACCOUNTING POLICIES: Earnings Per Share (Policies)

3 Months Ended

Mar. 31, 2023

Policies

Earnings Per Share

Earnings per share

Basic earnings per ordinary share is computed by dividing net earnings attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to ordinary shareholders by the sum of the weighted average number of ordinary share outstanding and of potential ordinary share (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted earnings per share. For the three months ended March 31, 2023 and 2022, the Company had no dilutive stocks.

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Note 2 - SIGNIFICANT ACCOUNTING POLICIES: Related Parties Transactions Policy (Policies)

3 Months Ended

Mar. 31, 2023

Policies

Related Parties Transactions Policy

Related Parties Transactions

The Company identifies related parties, and accounts for, discloses related party transactions in accordance with ASC 850, “Related Party Disclosures” and other relevant ASC standards.

A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered as a related party transaction when there is a transfer of resources or obligations between related parties. Related parties may be individuals or corporate entities.

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts of related party transactions due to their related party nature.

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Note 2 - SIGNIFICANT ACCOUNTING POLICIES: Segment Reporting (Policies)

3 Months Ended

Mar. 31, 2023

Policies

Segment Reporting

Segment Reporting

ASC 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s chief operating decision maker organizes segments within the Company for making operating decisions assessing performance and allocating resources. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.

Management determined the Company’s operations constitute two reportable segments in accordance with ASC 280, business consultant services and software development.

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Note 2 - SIGNIFICANT ACCOUNTING POLICIES: Recently Issued Accounting Pronouncements (Policies)

3 Months Ended

Mar. 31, 2023

Policies

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

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

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Note 2 - SIGNIFICANT ACCOUNTING POLICIES: Foreign Currency Translation: Schedule of Exchange Rates Used for Foreign Currency Translation (Tables)

3 Months Ended

Mar. 31, 2023

Tables/Schedules

Schedule of Exchange Rates Used for Foreign Currency Translation

USD$1 = HKD

	Period Covered	Balance Sheet Date Rates	Average Rates
Three months ended March 31, 2023		7.8499	7.8391
Three months ended March 31, 2022		7.8325	7.8055

USD$1 = MYR
	Period Covered	Balance Sheet Date Rates	Average Rates
Three months ended March 31, 2023		4.4130	4.3872
Three months ended March 31, 2022		4.2019	4.1918

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Note 4 - ACCOUNTS RECEIVABLE: Schedule of Accounts, Notes, Loans and Financing Receivable (Tables)

3 Months Ended

Mar. 31, 2023

Tables/Schedules

Schedule of Accounts, Notes, Loans and Financing Receivable

		March 31,		December 31,
		2023		2022
Accounts receivable	$	-	$	-
Accounts receivable-related parties		8		2,054
Less: Allowance for doubtful accounts		-		-
Accounts receivable, net	$	8	$	2,054

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Note 5 - PROPERTY, PLANT AND EQUIPMENT: Property, Plant and Equipment (Tables)

3 Months Ended

Mar. 31, 2023

Tables/Schedules

Property, Plant and Equipment

		March 31,		December 31,
		2023		2022
Office equipment and furniture	$	6,241	$	5,017
Computers and printers		11,984		12,019
Leasehold improvements		20,384		20,444
Total		38,609		37,480
Less: Accumulated depreciation		(33,958)		(32,923)
Total property, plant and equipment, net	$	4,651	$	4,557

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Note 6 - ACCOUNTS PAYABLE: Schedule of Accounts Payable (Tables)

3 Months Ended

Mar. 31, 2023

Tables/Schedules

Schedule of Accounts Payable

Accounts payable consist of the following:
		March 31,		December 31,
		2023		2022
Accounts payable	$	-	$	10,840
Accounts payable-related parties*		32,857		22,726
Total	$	32,857	$	33,566

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Note 7 - ACCRUED EXPENSES: Schedule of Accrued Liabilities (Tables)

3 Months Ended

Mar. 31, 2023

Tables/Schedules

Schedule of Accrued Liabilities

Accrued expenses consist of the following:
		March 31,		December 31,
		2023		2022
Accrued pension and employee benefit	$	36,390	$	32,651
Accrued professional fees		138,867		140,001
Accrued office expenses		10,634		8,601
Total	$	185,891	$	181,253

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Note 8 - TAXES PAYABLE: Schedule of Taxes Payable (Tables)

3 Months Ended

Mar. 31, 2023

Tables/Schedules

Schedule of Taxes Payable

Taxes payable consist of the following:
		March 31,		December 31,
		2023		2022
Malaysia income taxes payable	$	98,268	$	115,947
Malaysia services taxes payable		170,254		170,750
Hong Kong income taxes payable		745,074		730,479
Total	$	1,013,596	$	1,017,176

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Note 9 - RELATED PARTY TRANSACTIONS: Schedule of Related Party Transactions (Tables)

3 Months Ended

Mar. 31, 2023

Tables/Schedules

Schedule of Related Party Transactions

		March 31,		December 31,
		2023		2022
Mr. Yung Kong Chin	$	590,042	$	610,557
Pantop Venture Capital SDN BHD		75,959		64,817
Total	$	666,001	$	675,374

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Note 9 - RELATED PARTY TRANSACTIONS: Schedule of Compensation paid to directors (Tables)

3 Months Ended

Mar. 31, 2023

Tables/Schedules

Schedule of Compensation paid to directors

		For the Three Months Ended
		March 31,		March 31,
		2023		2022
Mr. Yung Kong Chin	$	24,553	$	418,141
Mr. Huan Fung Chin		10,257		20,001
Total	$	34,810	$	438,142

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Note 10 - LEASES: Lessee, Operating Lease, Disclosure (Tables)

3 Months Ended

Mar. 31, 2023

Tables/Schedules

Lessee, Operating Lease, Disclosure

		For the Three Months Ended
		March 31,		March 31,
		2023		2022
Operating lease cost	$	6,277	$	6,554

	March 31,	December 31,
	2023	2022
Weighted Average Remaining Lease Term - Operating leases	0.38 years	0.58 years
Weighted Average Discount Rate - Operating leases	8.00%	8.00%

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Note 10 - LEASES: Schedule of Future Minimum Payments for Operating Leases (Tables)

3 Months Ended

Mar. 31, 2023

Tables/Schedules

Schedule of Future Minimum Payments for Operating Leases

		December 31,
		2022
2023	$	10,996
2024		245
Total lease payments		11,241
Less: imputed interest		(121)
Total lease liabilities		11,120
Less: current portion		10,881
Non-current lease liabilities	$	239

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Note 11 - INCOME TAXES: Schedule of Components of Income Tax Expense (Benefit) (Tables)

3 Months Ended

Mar. 31, 2023

Tables/Schedules

Schedule of Components of Income Tax Expense (Benefit)

		For the Three Months ended
		March 31,		March 31,
		2023		2022
Current tax provision:
United States	$	-	$	-
Malaysia		-		-
Hong Kong		19,125		111,021
		19,125		111,021
Deferred tax provision:
United States		-		-
Malaysia		-		-
Hong Kong		-		-
		-		-
	$	19,125	$	111,021

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Note 12 - SEGMENT REPORTING: Schedule of Segment Reporting Information, by Segment (Tables)

3 Months Ended

Mar. 31, 2023

Tables/Schedules

Schedule of Segment Reporting Information, by Segment

Revenue by service categories

		For the Three Months Ended
		March 31,		March 31,
		2023		2022
Revenue
Consultant services	$	776,347	$	631,678
Software development		31,198		90,653
		807,545		722,331
Operating costs
Consultant services		526,051		2,084,283
Software development		30,139		73,006
		556,190		2,157,289
Income (loss) from operations
Consultant services		250,296		(1,452,605)
Software development		1,059		17,647
		251,355		(1,434,958)
Other income (expenses)
Consultant services		2,046		7,194
Software development		-		-
		2,046		7,194
Income (loss) before income tax expense
Consultant services		252,342		(1,445,411)
Software development		1,059		17,647
		253,401		(1,427,764)
Income tax expense
Consultant services		19,125		111,021
Software development		-		-
		19,125		111,021
Net income (loss)
Consultant services		233,217		(1,556,432)
Software development		1,059		17,647
	$	234,276	$	(1,538,785)
Capital expenditure
Consultant services	$	-	$	369
Software development		1,245		-
	$	1,245	$	369

	March 31,			December 31,
		2023		2022
Total assets
Consultant services	$	244,626	$	27,973
Software development		21,476		6,543
Other		183,595		180,839
	$	449,697	$	215,355

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Note 2 - SIGNIFICANT ACCOUNTING POLICIES: Foreign Currency Translation: Schedule of Exchange Rates Used for Foreign Currency Translation (Details)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Details
Hong Kong Dollar to United States Dollar Exchange Rate	7.8499	7.8325
Hong Kong Dollar to United States Dollar Exchange Average Rates	7.8391	7.8055
Malaysian Ringgit to United States Dollar Exchange Rates	4.4130	4.2019
Malaysian Ringgit to United States Dollar Exchange Average Rates	4.3872	4.1918

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Note 2 - SIGNIFICANT ACCOUNTING POLICIES: Property, Plant and Equipment (Details)	Mar. 31, 2023
Office Equipment
Finite-Lived Intangible Asset, Useful Life	10 years
Computer Equipment
Finite-Lived Intangible Asset, Useful Life	2 years 6 months
Leasehold Improvements
Finite-Lived Intangible Asset, Useful Life	5 years

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Note 2 - SIGNIFICANT ACCOUNTING POLICIES: Concentration of Credit Risk (Details)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Concentration Risk, Supplier		no vender accounted for more than 10% of the Company’s total purchases
Revenue Benchmark
Customer A Accounted for Percentage of Revenue	96.10%	87.30%

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Note 3 - GOING CONCERN (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Details
Working capital deficit	$ 1,477,165	$ 1,725,668
Retained Earnings (Accumulated deficit)	$ 2,779,421	$ 3,013,236

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Note 4 - ACCOUNTS RECEIVABLE: Schedule of Accounts, Notes, Loans and Financing Receivable (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Details
Accounts receivable	$ 0	$ 0
Accounts receivable-related parties	8	2,054
Less: Allowance for doubtful accounts	0	0
Accounts receivable, net (Note 4)	$ 8	$ 2,054

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Note 4 - ACCOUNTS RECEIVABLE (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Details
Accounts Receivable, Allowance for Credit Loss, Period Increase (Decrease)	$ 0	$ 0

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Note 5 - PROPERTY, PLANT AND EQUIPMENT: Property, Plant and Equipment (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment, Gross	$ 38,609	$ 37,480
Less: Accumulated depreciation	(33,958)	(32,923)
Property, plant and equipment, net (Note 5)	4,651	4,557
Office Equipment
Property, Plant and Equipment, Gross	6,241	5,017
Computer Equipment
Property, Plant and Equipment, Gross	11,984	12,019
Leasehold Improvements
Property, Plant and Equipment, Gross	$ 20,384	$ 20,444

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Note 5 - PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Details
Depreciation	$ 1,136	$ 1,201

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Note 6 - ACCOUNTS PAYABLE: Schedule of Accounts Payable (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Accounts payable (Note 6)	$ 32,857	$ 33,566
Accounts Payable
Accounts payable (Note 6)	0	10,840
Accounts Payable, Related Parties
Accounts payable (Note 6)	$ 32,857	$ 22,726

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Note 7 - ACCRUED EXPENSES: Schedule of Accrued Liabilities (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Details
Accrued pension and employee benefit	$ 36,390	$ 32,651
Accrued professional fees	138,867	140,001
Accrued office expenses	10,634	8,601
Accrued expenses (Note 7)	$ 185,891	$ 181,253

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Note 8 - TAXES PAYABLE: Schedule of Taxes Payable (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Details
Malaysia income taxes payable	$ 98,268	$ 115,947
Malaysia services taxes payable	170,254	170,750
Hong Kong income taxes payable	745,074	730,479
Taxes payable (Note 8)	$ 1,013,596	$ 1,017,176

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Note 9 - RELATED PARTY TRANSACTIONS (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Management fees-related party (Note 9 (2))	$ 285,189	$ 822,806
Total general and administrative expenses	415,976	1,042,899
Accounts payable (Note 6)	32,857		$ 33,566
Pantop Venture Capital SDN BHD
Total general and administrative expenses	10,257	$ 7,157
Accounts payable (Note 6)	$ 32,875		$ 22,726

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Note 9 - RELATED PARTY TRANSACTIONS: Schedule of Related Party Transactions (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Due to related parties (Note 9 (5))	$ 666,001	$ 675,374
Dr Yung Kong Chin, CEO
Due to related parties (Note 9 (5))	590,042	610,557
Pantop Venture Capital SDN BHD
Due to related parties (Note 9 (5))	$ 75,959	$ 64,817

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Note 9 - RELATED PARTY TRANSACTIONS: Schedule of Compensation paid to directors (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Compensation paid to directors	$ 34,810	$ 438,142
Dr Yung Kong Chin, CEO
Compensation paid to directors	24,553	418,141
Mr. Huan Fung Chin
Compensation paid to directors	$ 10,257	$ 20,001

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Note 10 - LEASES: Lessee, Operating Lease, Disclosure (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Details
Operating Lease, Cost	$ 6,277	$ 6,554
Operating Lease, Weighted Average Remaining Lease Term	4 months 17 days		6 months 29 days
Finance Lease, Weighted Average Discount Rate, Percent	8.00%		8.00%

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Note 10 - LEASES: Schedule of Future Minimum Payments for Operating Leases (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Details
Capital Leases, Future Minimum Payments, Next Rolling 12 Months	$ 10,996
Capital Leases, Future Minimum Payments, Due in Rolling Year Two	245
Capital Leases, Future Minimum Payments Due	11,241
Imputed Interest	(121)
Operating Lease, Liability	11,120
Operating lease liabilities - current (Note 10)	10,881	$ 14,796
Operating lease liabilities - noncurrent (Note 10)	$ 239	$ 357

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Note 11 - INCOME TAXES (Details)	3 Months Ended
	Mar. 31, 2023 USD ($)
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21.00%
Taxable Income	$ 150,000
Malaysia
Enterprise Income Tax Rate	24.00%
Hong Kong
Income Tax Rate on first HKD 2,000,000 Profits	8.25%
Income Tax Rate on remaining profits	16.50%

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Note 11 - INCOME TAXES: Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Current Federal Tax Expense (Benefit)	$ 19,125	$ 111,021
Deferred Tax Liabilities, Deferred Expense	0	0
Provision for Income Tax	19,125	111,021
United States
Current Federal Tax Expense (Benefit)	0	0
Deferred Tax Liabilities, Deferred Expense	0	0
Malaysia
Current Federal Tax Expense (Benefit)	0	0
Deferred Tax Liabilities, Deferred Expense	0	0
Hong Kong
Current Federal Tax Expense (Benefit)	19,125	111,021
Deferred Tax Liabilities, Deferred Expense	$ 0	$ 0

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Note 12 - SEGMENT REPORTING: Schedule of Segment Reporting Information, by Segment (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Total revenue	$ 807,545	$ 722,331
Operating Costs and Expenses	556,190	2,157,289
Income (Loss) from Operation	251,355	(1,434,958)
Total Other Income (Expenses)	2,046	7,194
Income (Loss) before Provision for Income Tax	253,401	(1,427,764)
Provision for Income Tax	19,125	111,021
Net loss	234,276	(1,538,785)
Capital expenditure	1,245	369
Total Assets	449,697		$ 215,355
Consultant services
Total revenue	776,347	631,678
Operating Costs and Expenses	526,051	2,084,283
Income (Loss) from Operation	250,296	(1,452,605)
Total Other Income (Expenses)	2,046	7,194
Income (Loss) before Provision for Income Tax	252,342	(1,445,411)
Provision for Income Tax	19,125	111,021
Net loss	233,217	(1,556,432)
Capital expenditure	0	369
Total Assets	244,626		27,973
Software development
Total revenue	31,198	90,653
Operating Costs and Expenses	30,139	73,006
Income (Loss) from Operation	1,059	17,647
Total Other Income (Expenses)	0	0
Income (Loss) before Provision for Income Tax	1,059	17,647
Provision for Income Tax	0	0
Net loss	1,059	17,647
Capital expenditure	1,245	$ 0
Total Assets	21,476		6,543
Other
Total Assets	$ 183,595		$ 180,839

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Note 13 - EQUITY CAPITAL (Details) - USD ($)	Feb. 13, 2023	Feb. 12, 2020	Mar. 31, 2023	Dec. 31, 2022	Oct. 07, 2020
Details
Common Stock, Shares Authorized			750,000,000	750,000,000	760,000,000
Common Stock, Par or Stated Value Per Share		$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized			10,000,000	10,000,000	10,000,000
Preferred Stock, Par or Stated Value Per Share			$ 0.0001	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued		300,000,000	301,000,100	301,000,100
Director Fees		$ 30,000
Stock Issued During Period, Shares, Acquisitions	1,000,100
Common Stock, Shares, Outstanding			301,000,100	301,000,100

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Note 14 - CONVERTIBLE PROMISSORY NOTE (Details)	Oct. 30, 2020 USD ($) $ / shares
Details
Debt Instrument, Annual Principal Payment | $	$ 1,500,000
Convertible Principal Percentage	8.00%
Share Price | $ / shares	$ 1.50