UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

Commission file number:   333-238872

Registrant’s telephone number, including area code: 917-675-3214+(60)3 2282 6066

 __________________________________________________________________

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

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

Securities Registered pursuant to Section 12(g) of the Act: None

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

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

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 every Interactive Data File required to be submitted 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, or a smaller reporting company.

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

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

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

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

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. 

As of June 30, 2021, there were no shares of2023, because the Company’s class A common stock held by non-affiliates. As such,did not trade in the public markets, the aggregate market value of the voting and non-voting common equity held by non-affiliates, computed based on the average bid and asked price of the common stock, was $0.

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:  As of March 29, 2022,April 3, 2024, the issuer had 300,000,000301,088,600 shares of its common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

QMIS TBS CAPITAL GROUP CORP.

FISCAL YEAR ENDED DECEMBER 31, 20202022

ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

PART I

Special Note Regarding Forward-Looking Statements

This Annual Report contains forward-looking statements that are based on our management's beliefs and assumptions and on information currently available to our management. We may, in some cases, use words such as “project,” “believe,” “anticipate,” “plan,” “expect,” “estimate,” “intend,” “should,” “would,” “could,” “potentially,” “will” or “may,” or other words that convey uncertainty of future events or outcomes, to identify these forward-looking statements. Forward-looking statements in this Annual Report may include, but are not limited to, statements about:

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In some cases, youPART I

Special Note Regarding Forward-Looking Statements

This Annual Report contains forward-looking statements, including, without limitation, in the sections captioned “Management’s Discussion and Analysis of Financial Condition and Plan of Operations,” and “Business.” Known and unknown risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

You can identify some of these forward-looking statements by termswords or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “could,” “estimate,” “expects,” “intend,” “may,” “plan,“is/are likely to,” “potential,” “predict,” “project,” “should,” “will,” “would”“continue” or the negative of those terms,other similar expressions. We have based these forward-looking statements largely on our current expectations and similar expressions that convey uncertainty ofprojections about future events or outcomes.that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements reflectinclude statements relating to:

●Our goals and strategies; 

●Our future business development, financial conditions and results of operations; 

●Our expectations regarding demand for and market acceptance of our management’s beliefsproducts and viewsservices; 

●Our ability to attract and retain management; 

●Our ability to raise capital when needed and on acceptable terms and conditions; 

●The intensity of competition; 

●General economic conditions; 

●Changes in regulations; 

●Relevant government policies and regulations relating to our industry; 

●Whether the market for healthcare services continues to grow, and, if it does, the pace at which it may grow; 

●Our ability to compete against large competitors in a rapidly changing market; and 

●Our ability to comply with respectthe continued listing standards on the exchange or trading market on which our common stock is listed for trading; and 

●The impact of COVID-19 on business environment and consumer preference. 

These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to future eventsbe incorrect. Our actual results could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are based on estimatesgenerally set forth in “Management’s Discussion and assumptions asAnalysis of the dateFinancial Condition and Results of Operations,” “Business,” and other sections in this Report. You should thoroughly read this Report and are subjectthe documents that we refer to riskswith the understanding that our actual future results may be materially different from and uncertainties. In addition,worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.

This Report contains certain data and information that “we believe” and similar statements reflect our beliefs and opinionswe obtained from private publications. Statistical data in these publications also include projections based on a number of assumptions. Our industry may not grow at the relevant subject. These statements are based upon information available to us as of the daterate projected by market data, or at all. Failure of this Report,market to grow at the projected rate may have a material and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements. We discuss many of the risks associated with the forward-looking statements in this Report in greater detail under the heading “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factorsadverse effect on our business and the market price of our common stock. In addition, the rapidly changing nature of the health and wellness industry results in significant uncertainties for any projections or estimates relating to the extentgrowth prospects or future condition of our market. Furthermore, if any one or more of the assumptions underlying the market data are later found to which any factor, or combination of factors, may causebe incorrect, actual results tomay differ materially from those contained in any forward-looking statements we may make. Giventhe projections based on these uncertainties, youassumptions. You should not place undue reliance on these forward-looking statements.

AlthoughThe forward-looking statements made in this Annual Report on Form 10-K reflect the good faith judgment of our management, such statements canrelate only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from the results and outcomes discussed inevents or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading "Risk Factors Related to Our Business" below, as well as those discussed elsewhere in this Annual Report on Form 10-K. Readers are urged not to place undue reliance on these forward-looking statements, which speak onlyinformation as of the date on which the statements are made in this Report. Except as required by law, we expressly disclaim any obligation or intention to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this Annual Report on Form 10-K. and the documents that we refer to in this Report and have filed as exhibits to this Report completely and with the understanding that our actual future results may be materially different from what we expect.

We file reports with the Securities and Exchange Commission ("SEC"). You can read and copy any materials we file with the SEC at the SEC's Public Reference Room, 100 F. Street, NE, Washington, D.C. 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.

We disclaim any obligation or intention to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Annual Report on Form 10-K. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this Annual Report, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

ITEM 1. BUSINESS.

Organization andBusiness Overview

QMIS TBS Capital Group Corp., a Delaware corporation (the “Company”(“we,” “our,” “us,” “the Company,” or "QMIS USA"), was incorporated on November 21, 2019, under the name TBS Capital Management Group Corp. by Dr. Timo Strattner, our director.As a holding company with no material operations of its own, the Company conducts its operations primarily through its wholly owned subsidiaries in Hong Kong and Malaysia.

The business plan of the Company at the time of formation initially was two-pronged: first, to raise initial capital to acquireis an investment holding company which is involved, through its operating subsidiaries, in independent advisory, software development, and e-wallet services. We have a US-based registered broker dealer firm;diversified corporate structurethrough our direct and second, to work with foreign businesses to help provide access to the US capital markets, either through business combination transactions, assistance with US-based securities offerings, or other transactions structures.  Dr. Strattner has worked in the financial markets as an asset and fund manager, sales trader in equity and derivatives, and as a securities analyst. He also has served in various interim executive roles with international exposure as turnaround and growth specialist. Dr. Strattner brought his connections to markets in the UK and Hong Kong to the Parent Company, as well as his background in equities and derivatives trading.

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

In connection with Dr. Chin’s appointment as Chief Executive Officer and Director of the Company, the Company’s name was changed to(M) Sdn. Bhd. (“QSC”), QMIS TBS Capital Group Corp. on February 10, 2020.(HK)(“QTBS”), QMIS Finance Limited (“QFL”), QMIS Investment Bank Limited (“QIB”) and QMIS Richwood Blacktech Sdn. Bhd. (“QR”), QMIS Capital Venture Sdn Bhd (“QCV”), QMIS World Trade International Sdn. Bhd. (“QWT”), QMIS Biotech Group Berhad (“QBT”), and QMIS Green Energy Berhad (“QGE”). As of the date of this Annual Report, QFL, QTBS, and QSC were working together to provide consultant services, and QR was engaged in the business of software development and e-wallet services. The Company operates through its subsidiaryestablishment of QIB investment banking infrastructure is currently underway, and this significant development is expected to lay the foundation for the realization of our ambitious plans, fortifying our position in the financial services industry.landscape.

For the years ended December 31, 2023 and 2022, our total revenue amounted to approximately U.S. $2,487,531, and approximately U.S. $1,261,771, respectively.  We derive our revenue mainly from our corporate consultancy services in Hong Kong. Our financial results are significantly dependent on a single customer, Hew & Associates. For the year ended December 31, 2023, this customer accounted for 96% of our total revenues, while for the same period in 2022, the customer contributed 92%.

In 2023, following the second quarteracquisition of 2020,QSC and its subsidiaries, we commenced our corporate advisory services which includes incubating fintech and high growth companies in Malaysia and Hong Kong. In January 2023, the Company entered into negotiations to acquire QSC. On February 13, 2023, the Company closed a licensed broker dealershare exchange (the “Share Exchange”) pursuant to which the shareholders of QSC sold all of their capital stock in QSC to the Company in exchange for an aggregate of 1,000,100 shares of the Company’s common stock, $0.001 par value per share. As a result, QSC and each of QSC’s subsidiaries became wholly owned subsidiaries of the Company.

The following diagram illustrates our current corporate structure and existing shareholders of each corporate entity listed herein as of the date of this Annual Report:

Corporate History and Structure

The Company was incorporated on November 21, 2019, under the name TBS Capital Management Group Corp. As a holding company with no material operations of its own, the Company primarily conducts its operations through wholly owned subsidiaries in Hong Kong and Malaysia.

On February 13, 2023, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) with the shareholders of QSC. Pursuant to this agreement, the shareholders of QSC sold all of their capital stock in QSC to the Company in exchange for an aggregate of 1,000,100 shares of the Company’s common stock, with a par value of $0.001 per share (the “Share Exchange”). Following the closing of the Share Exchange, Dr. Yung Kong Chin owned approximately 52.72% of the Company’s outstanding common stock.

Pursuant to the Share Exchange Agreements, the Company now owns 100% of QSC, which in turn owns 100% of QTBS, 100% of QFL, 99.9% of QCV, QWT, 20% of QBT, and 20% of QMIS Waste Management Group Berhad (“QWM”).

QMIS Securities Capital (M) Sdn. Bhd. (“QSC”). initially incorporated as Multi Securities Capital (M) Sdn. Bhd in Malaysia on January 13, 2015, and later renamed to QMIS Securities Capital (M) Sdn. Bhd. on March 19, 2015, is involved in providing corporate advisory services, including nurturing FinTech and high-growth companies. Due to a Share Exchange and QMIS's expansion plans into new markets, QSC decided to restructure its legal organization. This led to QSC acquiring full ownership of QMIS TBS (HK) and QMIS Finance Limited on December 31, 2021. Consequently, QFL and QTBS became wholly owned subsidiaries of QSC. As of the date of this Annual Report, QSC serves as the operational entity for the company's activities in Malaysia. QSC's ownership percentages in various entities are as follows:

a.QMIS TBS Capital Group Corp. (“QTBS”) -QTBS is a limited liability company incorporated and domiciled in Hong Kong. QTBS primarily engages in offering corporate advisory services, which encompasses the nurturing of high-tech and rapidly expanding enterprises. As of December 31, 2022, QTBS did not have any subsidiaries or associated companies under its umbrella. 

b.QMIS Finance Limited (“QFL”) -QFL is an investment holding company incorporated in Hong Kong and has the following subsidiaries: (1) QMIS Investment Bank Limited (“QIB”) (wholly owned); and (2) QMIS-Richwood Blacktech Sdn Bhd (“QR”) (majority owned). 

c.QMIS Capital Venture Sdn Bhd (“QCV”). QCV was incorporated in Malaysia on January 14, 2015, under the name of Diversified Multi Capital Venture (M) Sdn. Bhd, which was subsequently changed to its present name on March 19, 2015. On November 16, 2015, QSC acquired 99.9% equity ownership interest of QCV. As of the date of this Annual Report, QCV does not possess any subsidiary or affiliated companies. Additionally, QCV has not initiated its business operations since its incorporation. 

d.QMIS World Trade International Sdn. Bhd. (“QWT”). QWT was incorporated in Malaysia on October 15, 2014, under the name of Santubong Business Trading Sdn. Bhd., which was subsequently changed to its present name on August 7, 2015. On October 15, 2015, QSC acquired 69.99% equity ownership interest of QWT, and subsequently on November 27, 2015, QSC acquired anther 0.01% equity ownership interest in QWT, for a total of 70.00% ownership by QSC. As of the date of this Annual Report, QWT does not possess any subsidiary or affiliated companies. Additionally, QWT has not initiated its business operations since its incorporation. 

e.QMIS Biotech Group Berhad (“QBT”). QBT was incorporated in Malaysia on May 8, 2020 under name QMIS Biotechs Group Berhad, which was subsequently changed to its current name on May 29, 2020. On May 8, 2020, QFL, QSC, and QWT acquired 60%, 20%, and 20%, respectively, equity ownership interest in QBT. As of the date of this Annual Report, QBT does not possess any subsidiary or affiliated companies. Additionally, QBT has not initiated its business operations since its incorporation. 

f.QMIS Green Energy Berhad (“QGE”). QGE was incorporated in Malaysia on May 27, 2020, under the name QMIS Waste Management Group Berhad, which was subsequently changed to QMIS Green Energy Berhad on September 13, 2022. On May 27, 2020, QFL, QSC, and QWT acquired 60%, 20%, and 20%, respectively, equity ownership interest in QGE. As of the date of this Annual Report, QGE does not possess any subsidiary or affiliated companies. Additionally, QQGE has not initiated its business operations since its incorporation. 

QMIS TBS Capital Group Corporation Limited, Hong Kong (“QTBS”).

Business Overview

QTBS primarily focuses on small to middle-market companies in China, Malaysia, and Southeast Asia. QTBS boasts an extensive network of international, national, and local consultants, business advisors, and directors. In addition to offering support for Hong Kong-licensed stock brokerage and asset management services, QTBS can leverage its substantial pool of business contacts to assist clients with business incubation services. These services include raising capital, private equity, conducting due diligence, performing business valuation, facilitating mergers and acquisitions, offering accounting services, and providing market research services.

QTBS provides a wide range of corporate advisory services to its clients, including:

Management and Strategy Consulting

oStrategy & Research Strategic & Business Partnership 

oBusiness & Strategic Planning 

oMarket Entry & Feasibility Studies 

oMarketing Strategy 

oNew Product Development 

oTransformation 

-Operations

oOperation Consulting 

oProject Management 

oStrategic Sourcing & Supply Chain Management 

Corporate Advisory

-Transactions

oCorporate and Capital Structuring 

oMergers and Acquisitions 

oDivestments and Fund Raising 

-Evaluation & Corporate Advisory

oInvestment Due Diligence and Review 

oPrivatization and Public-Private Partnership 

oValuation Consulting 

oEntrepreneur Coaching and Executive Training 

QTBS operates a diverse range of businesses spanning various alternative asset classes and investment strategies on a global scale. This diversification offers QTBS significant benefits, including the ability to capitalize on synergies between these businesses and leverage the extensive intellectual resources within the company. Driven by the potential to utilize its financial and intellectual assets, resulting in strong investment returns, attractive net income margins, and substantial cash flow, QTBS has expanded its investments into complementary sectors including the establishment of a Family Business Office by QTBS in Hong Kong. This office targets a discerning clientele hailing from mainland China, Hong Kong, and Macao. It is a strategic move that capitalizes on the growing demand for specialized family office services in the region. The Family Business Office's focus on serving clients from mainland China, Hong Kong, and Macao. QTBS’s management believes that its ability to identify and effectively enter new growth areas is a crucial competitive edge, and QTBS will continue to seek new opportunities to expand its asset management franchise and advisory business.

The expansion of the QMIS TBS group is strengthened by the synergies among its diverse businesses, creating a comprehensive ecosystem that boosts overall performance. The Family Business Office benefits from this synergy by tapping into the expertise and resources of other group entities, such as financial insights and investment expertise, leading to significant growth potential. Positioned strategically in Hong Kong, the office is well-placed to meet the increasing demand for family office services in the region, catering to high-net-worth families and businesses with tailored services.

QTBS actively nurtures relationships with major investment banking firms and other financial intermediaries. QTBS’s management believes that its strong network of relationships with these firms provides QTBS with a significant advantage in identifying transactions, securing investment opportunities, and generating exceptional returns. This advantage includes access to a substantial number of exclusive investment opportunities that are available to only a limited number of other private equity firms.

Business Incubator Model

QTBS collaborates with clients across a wide spectrum of industries on projects that yield substantial value, encompassing fundraising, deal structuring, market research, and strategy development. QTBS distinguishes itself as a boutique firm not only in size but also in the caliber of service it delivers to its clients. This translates to profound, hands-on engagement by QTBS’s senior management in each project, complemented by closely-knit teams of proficient consultants and closedanalysts. Consequently, QTBS ensures that its clients fully benefit from the collective expertise and skills within the organization.

Services Provided During the Incubation Program

In addition to providing financial capital, QTBS offers extensive guidance and advice to its clients through its investment and incubation program. This program encompasses all the key elements and tools necessary for successfully incubating a company.

Investee companies and clients participating in QTBS’s investment and incubation program receive advice and assistance in critical areas such as strategic guidance, strengthening the management team, staff recruitment, product commercialization, sales and marketing strategy, establishing business alliances and partnerships, as well as corporate strategy. These efforts accelerate the growth of the investee companies.

(a)Strategic Guidance

QTBS assesses the business model, competitive edge, and management team of the investee companies, as well as the current market opportunities for the products and services they offer. This assessment aids in formulating a business strategy, creating an implementation plan for the investee company, and establishing key milestones for its future development. Some of the key guidance that QTBS provides includes:

·Charting the vision and mission of the investee companies. 

·Formulating product rollout plans and establishing key milestones to ensure the investee companies are on track for product development and future growth. 

·Further enhance the business development plan of the investee companies based on the revised business strategy. 

(b)Product Commercialization

QTBS assists investee companies in commercializing their products and services, either leveraging its own experience or consulting with business partners. This optimization aims to unlock the full potential of their products and services. QTBS provides advice on addressing business demands, exploring additional commercial application possibilities, and improving cost efficiency. Key areas where QTBS adds value for its investee companies include:

·Realigning and repositioning the products and services to address the demands of the target customers of the investee companies. 

·Exploring other potential applications of the products and services of the investee companies. 

·Enhancing manufacturing or production cost efficiency through strategies such as relocating to more cost-effective locations, outsourcing non-core processes, and hiring cost-effective foreign human resources. 

·Reducing the expenses for the products and services commercialization through government incentives and grants (e.g., MSC Malaysia status and MGS grants to small and medium business enterprise). 

(c)Sales and Marketing

Once the investee companies are prepared to launch their products and services, QTBS assists in formulating sales and marketing strategies to penetrate the target market, sustain newly acquired market share, and expand into other regional markets. In addition, QTBS generates business leads to facilitate the introduction of new products and services. QTBS's assistance in sales and marketing includes:

·Formulating sales and marketing strategies targeting potential customers identified by the investee companies. 

·Advising on branding strategies to resonate with the target customer group. 

·Enhancing the investee companies' visibility and positioning within their respective fields through media engagement, event participation, and pursuit of enterprise performance awards. 

·Providing investee companies with business leads through QTBS’s extensive business networks and partnerships. 

·Assisting in improving sales by enabling cross selling of products and services within the customer base of other QTBS investee companies. 

(d)Management Team Strengthening and Staff Recruitment

Recognizing the pivotal role of the management team in the success of an investee company, QTBS collaborates closely to identify key positions lacking within the team. QTBS supports the sourcing, selection, and recruitment of management personnel to enhance team capabilities and functionality.

Furthermore, QTBS assists investee companies in staff recruitment, turnover management, and staff welfare administration, fostering a competent workforce that can effectively contribute to the investee companies' objectives.

(e)Business Alliances and Partnership Establishments

QTBS will introduce the investee company to prospective business partners and strategic alliances in order to further expand the marketing network of the investee company, enhancing its chances of securing projects for its products and services.

In addition, QTBS will also allow the investee company to cross sell its products and services to customers of other investee companies of QFL. QTBS will also introduce potential business leads directly to the investee companies as and when opportunities arise.

(f)Corporate Strategies

QTBS will work closely with the investee company on corporate strategies. This may include accelerating the growth of the investee companies through mergers and acquisitions. QTBS will advise the investee company on merger and acquisition issues such as the valuation and structure of the acquisition, should QTBS find that the acquisition would create synergy to the investee company’s existing business.

In addition, QTBS will also assist the investee companies in Aprilraising additional funds for the business expansion from potential investors. QTBS will assist the investee company to negotiate with the potential investors and to arrive at a fair valuation of the investee company as well as structure the terms and conditions of a proposed fund-raising transaction for potential investors.

When the investee companies are ready to go for an initial public offering, QTBS will assist the investee companies in the process of selecting an Advisor for the initial public offering exercise of the investee company. QTBS will ensure that the valuation of the investee company is fairly reflected and the proceeds raised from initial public offering exercise are sufficient to meet the investee company’s future needs.

QMIS INVESTMENT BANK LIMITED (“QIB”)

On June 22, 2020, QMIS Investment Bank Limited (LL16863) ("QIB") was established under the Labuan Financial Services Authority Labuan Companies Act 1990 (Subsection 22(2)/Section 130R) and registered with the Labuan Financial Services Authority (Labuan FSA), formerly known as discussedLabuan Offshore Financial Services Authority (LOFSA).

On March 5, 2021, QIB was granted an Investment Bank license by the Labuan Financial Services Authority (LFSA) to engage in Investment Banking Business in Labuan under Section 86 of The Labuan Financial Service and Securities Act 2010 (LFSSA), pursuant to Section 92(1) of the LFSSA. Subsequently, the name was changed to QMIS Labuan Investment Bank Limited on March 24, 2021, and later to QMIS Investment Bank Limited on July 28, 2022.

As of the date of this Registration Statement, QIB has not yet commenced business operations. The establishment of its investment banking infrastructure is currently in progress, and when completed, management anticipates that the infrastructure will a significant milestone that is expected to serve as the cornerstone for the realization of our ambitious plans, thereby strengthening our position in the financial services sector.

Looking forward, QIB is poised to embark on a strategic journey of diversification, intending to enter Equities Capital Markets, Corporate Finance and Advisory Services, Private Placement, transaction banking, private banking, and digital banking. QIB is actively exploring opportunities to leverage cutting-edge technology, adopt innovative business models in FinTech, and venture into the realm of a digital banking model. These aspirations are contingent upon securing adequate financial resources and will be implemented in a phased manner, reflecting a deliberate and strategic approach. The term 'digital banking' broadly encompasses financial services utilizing digital technologies to improve customer experiences, streamline operations, and offer innovative financial solutions. In the context of QIB,

digital banking primarily refers to online banking services, including electronic and internet-based financial activities like account management and fund transfers. QIB extends its digital banking services to Labuan, enabling customers in this jurisdiction to manage financial activities online in compliance with local regulations.

For clarification QIB currently does not offer, nor does it have any plans to offer, cryptocurrency or crypto asset investments or services. After careful consideration of the risks and challenges associated with the crypto asset market, including the potential for fraud, manipulation, and non-compliance with relevant laws and regulations, the company has decided to withdraw from this business segment. QIB's management believes that offering crypto asset investments or services poses risks that are not in the best interests of clients or the company. Due to the highly volatile nature of the crypto asset market and the potential for significant losses, QIB will not provide any investment advice, recommendations, or services related to cryptocurrencies or crypto assets.

Investment Bank Infrastructure

Investment bank infrastructure encompasses the foundational technology and systems supporting QIB's operations. This includes the hardware, software, and network infrastructure enabling the bank to deliver its financial services efficiently and securely. Key components of QIB's investment bank infrastructure shall include:

1. Investment Analysis Tools or Software:

  Programs facilitating comprehensive analysis and evaluation of extensive financial data, empowering investors and financial analysts to make well-informed investment decisions. These tools offer features for data analysis and visualization, trend and pattern charting, various analytical functions, and predictive modeling for future market movements.

2. Fund Management Software:

  Utilized to oversee the operations of investment funds, managing fund performance, portfolio operations, risk assessments through complex calculations, and delivering reports to investors.

3. SWIFT Code System:

  The secure transmission of financial messages and instructions, essential for international transactions, facilitated through the use of SWIFT codes to identify banks and financial institutions.

4. Disaster Recovery Systems:

  Comprehensive systems ensuring operational continuity in the face of disasters or system failures. This encompasses backup systems, redundant infrastructure, and business continuity plans, including secure off-site data storage in cloud storage or data centers.

5. Security Systems / Network Infrastructure:

  Robust security systems protecting against cyber threats and safeguarding the confidentiality and integrity of client data. This includes firewalls, intrusion detection systems, and encryption technologies, all reliant on high-speed network infrastructure connecting offices and data centers through routers, switches, and fiber optic cables.

6. Product Launching Preparation:

  Utilization of product launching roadshows for introducing new financial products, such as private equity funds. This involves preparing product information memorandums ('IM'), submitting product IM to regulatory authorities, and managing product distribution to clients.

QIB has implemented a comprehensive internal policy and manual to manage cyber risks. This internal framework provides additional guidelines and procedures specific to QIB's operations, ensuring a tailored approach to cybersecurity. The internal policy aligns with the overarching principles outlined in this document and reflects QIB's commitment to maintaining a robust cybersecurity posture.

This cybersecurity risk management policy outlines the mandatory requirements for QIB, including Marketing Offices, to manage cyber risks effectively. It covers the purpose, scope, and reporting obligations, emphasizing the protection of QIB's valuable information and systems. The policy sets risk limits, outlines prevention, detection, and recovery strategies, and details emergency procedures for cyber threats. It includes requirements for outsourcing, communication procedures, compliance reporting, and an annual attestation.

Responsibilities are defined for the Board, Board Audit Committee, Responsible Person, IT, Business Units, Individual Users, Risk Management/Compliance, Business Continuity Management, and Internal Audit. This multi-layered approach ensures that every stakeholder within QIB is actively involved in and accountable for maintaining the integrity and security of the institution's information and systems.

Investment Banking - Products and Services

Capital Markets

QIB’s Capital Markets segment will focus on Equities, Fixed Income (including futures, foreign exchange and commodities activities) and Investment Banking. QIB primarily will serve institutional investors, corporations and government entities.

Equities

Equities Research, Sales and Trading

QIB plans to offer its clients full-service equities research, sales, and trading capabilities across global securities markets. QIB plans to earn commissions or spread revenue by executing, settling, and clearing transactions for clients in various equity and equity-related products, including common stock, American depository receipts, global depository receipts, exchange-traded funds, exchange-traded and over-the-counter ("OTC") equity, convertible and other equity-linked products, and closed-end funds. QIB will be able to act as an agent or principal (including as a market-maker) when executing client transactions through both traditional "high-touch" and electronic "low-touch" channels. To facilitate client transactions, QIB may act as a principal to provide liquidity, which involves committing its capital and maintaining dealer inventory.

QIB's equity research, sales, and trading efforts will be organized across three geographical regions: the Americas; Asia Pacific; and Southeast Asia. The main product lines within these regions include cash equities, electronic trading, derivatives, and convertibles. QIB primarily plans to serve institutional market participants such as mutual funds, hedge funds, investment advisors, pension and profit-sharing plans, and insurance companies. Through its global research team and sales force, QIB plans to maintain relationships with clients; distribute investment research and strategy trading ideas, and market information; and analyze across a wide range of industries. QIB's equity research is anticipated to cover over 1,800 companies worldwide, and it plans to collaborate with leading local firms in the Asia Pacific, covering up to approximately 600 additional companies through alliances.

Equity Finance

QIB's Equity Finance business will offer a range of services, including financing, securities lending, and other prime brokerage services. In the U.S., QIB shall provide prime brokerage services to hedge funds, money managers, and registered investment advisors. These services will encompass execution, financing, clearing, reporting, and administrative support. QIB plans to generate revenue through an interest spread, which will be the difference between the cost of funds it pays and the income it receives from its clients.

Additionally, QIB will operate a matched book in equity and corporate bond securities. In this operation, QIB plans to borrow and lend securities against cash or liquid collateral, earning a net interest spread. Customer assets, both securities and funds, held by QIB will adhere to regulatory customer protection rules and will be segregated accordingly.

QIB also plans to offer select prime brokerage clients the option to custody their assets at an unaffiliated U.S. broker-dealer, which likely will be a subsidiary of a bank holding company. Under this arrangement, QIB shall provide its clients with all customary prime brokerage services directly.

Wealth Management

QIB plans to offer customized wealth management services specifically designed to meet the unique needs of high-net-worth individuals, their families, businesses, private equity and venture funds, as well as small institutions. QIB's dedicated advisors will provide clients with access to all of the institution's institutional execution capabilities and a wide range of additional financial services.

Management anticipates that QIB's open architecture platform will allow clients to access products and services not only from QIB's own offerings but also from a diverse array of other major financial services institutions. This approach will offer clients a broad spectrum of choices to effectively manage and grow their wealth.

Fixed Income Sales and Trading

QIB plans to offer its clients sales and trading services for a wide range of fixed income products, including investment-grade and high-yield corporate bonds, U.S. and European government and agency securities, municipal bonds, mortgage- and asset-backed securities, whole loans, leveraged loans, distressed securities, emerging markets debt, and derivative products.

Additionally, through the use of repurchase agreements, QIB plans to act as an intermediary between borrowers and lenders of short-term funds, facilitating funding for various inventory positions. QIB will actively trade and make markets globally in both cleared and un-cleared swaps and forwards, referencing various factors such as interest rates, investment-grade and non-investment-grade corporate credits, credit indexes, and asset-backed security indexes.

Furthermore, management anticipates that QIB's strategists and economists will provide ongoing commentary and analysis of the global fixed income markets. QIB's fixed income research professionals, including research and desk analysts, will offer investment ideas and analysis across a diverse range of fixed income products, enhancing the value it provides to its clients.

Futures, Foreign Exchange and Commodities

QIB shall provide its clients 24-hour global coverage, with direct access to major commodity and financial futures exchanges including the CME, CBOT, NYMEX, ICE, NYSE Euronext, LME and Eurex, and provides 24-hour global coverage, execution, clearing and market making in futures, options and derivatives on industrial metals including aluminum, copper, nickel, zinc, tin and lead. Products provided to clients include LME and CME futures and over-the-counter metals swaps and options.

QIB plans to operate a full-service trading desk in all precious metals, cash, futures and exchange-for-physicals markets, and to be a market maker providing execution and clearing services as well as market analysis. QIB also plans to provide prime brokerage services and to be a market-maker in foreign exchange spot, forward, swap and option contracts across major currencies and emerging markets globally and conduct these activities through QIB’s futures commission merchant and its swap dealer each registered with the CFTC.

Investment Banking

QIB shall provide its clients around the world with a full range of equity capital markets, debt capital markets and financial advisory services. QIB’s services will be enhanced by its industry sector expertise, its global distribution capabilities, and its senior level commitment to its clients.

Management anticipates that QIB’s sector coverage groups will include Consumer & Retailing; Financial Institutions; Skin Care and Cosmetic Industrials; Healthcare; Bio-Technology; Solar Energy; Internet of Think; Applied Data Science; Waste Management; Green-Tech Properties; Media & Telecommunications; Financial Sponsors and State & Local Governments.

QIB’s product coverage groups will include equity capital markets; debt capital markets; financial advisory, which includes both mergers and acquisitions and restructuring and recapitalization and U.S. corporate brokering. QIB’s geographic coverage groups will include coverage teams based in major cities in the United States, the United Kingdom, Sweden, China, Malaysia, Singapore and Cambodia.

Equity Capital Markets

QIB shall provide a broad range of equity financing capabilities to companies and financial sponsors. These capabilities include private equity placements, initial public offerings, follow-on offerings, block trades and equity-linked convertible securities.

Debt Capital Markets

QIB shall provide a wide range of debt financing capabilities for companies, financial sponsors and government entities. QIB plans to focus on structuring, underwriting and distributing public and private debt, including investment grade and non-investment grade corporate debt, leveraged loans, mortgage and other asset-backed securities, and liability management solutions.

Advisory Services

QIB shall provide mergers and acquisition and restructuring and recapitalization services to companies, financial sponsors and government entities. In the mergers and acquisition area, QIB plans to advise sellers and buyers on corporate sales and divestitures, acquisitions, mergers, tender offers, spinoffs, joint ventures, strategic alliances and takeover and proxy fight defense. QIB also plans to provide a broad range of acquisition financing capabilities to assist our clients. In the restructuring and recapitalization area, QIB shall provide to companies, bondholders and lenders a full range of restructuring advisory capabilities as well as expertise in the structuring, valuation and placement of securities issued in recapitalizations.

Asset Management

QIB shall provide investment management services to pension funds, insurance companies and other institutional investors. QIB’s primary asset management programs will be strategic investment and focus on high growth sectors. The anticipated expertise of Asset Management team is widely recognized, with proven track records, with a focus on identifying market trends and fulfilling unique investor needs.

QIB’s strategic investment programs, including our Artificial Intelligence Trading Software, will be provided through the FinTech Investments Division of Investment Advisers, which is registered as an investment adviser with the U.S. Securities and Exchange Commission (“SEC”). These programs are systematic, multi-strategy, cross-border and multi-asset class programs with the objective of generating a steady stream of absolute returns irrespective of the direction of major market indices or phase of the economic cycle. These strategies are provided through both long-short equity private funds and separately managed accounts.

QMIS-RICHWOOD BLACKTECH SDN. BHD. (“QR”)

QMIS-Richwood Blacktech Sdn. Bhd. ("QR") is a recently established enterprise specializing in the Electronic Payment and Transaction Enabling business. The company's core offerings include a centralized platform facilitating various payment transactions for service providers, along with software development and maintenance services.

QR has successfully developed and currently owns the e-wallet app known commercially as QMIS Richwood Pay (QRPay). This application is accessible on:

-Google Play Store for Android phones running Android 7.0 and above. 

-Apple App Store for iPhones running iOS 10.0 and above. 

-Huawei AppGallery for Huawei phones running Android 7.0 and above. 

Functioning as a Payment System Enabler, QR is committed to furnishing the requisite payment infrastructure and processor for Card Payment Scheme owners and QRPay e-wallet users. This involves the implementation of Q-R Electronic Payment Solutions, encompassing International Card Payment Scheme options like ATM/Debit cards, Credit cards, and Prepaid cards, thereby making them viable at merchant establishments. This initiative aims to facilitate a comprehensive shift towards cashless transactions, spanning various consumer retail sectors. QR's current revenue streams predominantly arise from software development, system maintenance services, and e-wallet services.

QR harbors ambitious plans to develop banking, acquiring, issuing, voucher, remittance, and e-wallet management systems tailored for iPhone and Android integration into the existing QRPay app. QR envisions an all-modern, flat design optimized for smartphones and smart QR codes. The primary goal is to create comprehensive payment products and services, complemented by a broad spectrum of international payment capabilities and operation certifications to tap into emerging opportunities in the FinTech space. Building upon QR's technology partner's extensive experience in the Payment System industry, QR plans to enhance its Payment System Infrastructure, introduce online delivery services, facilitate online movie purchases, and explore insurance offerings.

QR intends to develop a proprietary Super App, integrating services such as credit offerings and insurance collaborations. It is essential to highlight that the QRPay e-wallet Super App project is currently in its early developmental stage, and QR has not yet engaged an app developer or external marketing agency for its promotion. The broader vision encompasses embracing cutting-edge technology, adopting new business models in FinTech, and exploring a Virtual Banker Advisor model. QR is also in the process of finalizing a technology collaboration partnership with Tencent Cloud International Pte Ltd. to establish an innovative Financial Cloud System. For more detail below.detailed information, please refer to the specific subsections within this section.

Technology Platform

On August 13, 2021, QR entered into a partnership with ManagePay Services Sdn. Bhd. (“MPay”) for the issuance of MPay, QR Pay e-wallet, Mastercard Prepaid Card, Smartlink Pay eWallet whereby MPay acted as the technology provider for QR’s payment solutions.

ManagePay Systems Bhd (MPay) is an investment holding company. The group’s operating segment is classified into two: FinTech Services and Non-FinTech services. The FinTech services segment is involved in POS terminal services, third party acquiring, payment services, e-money and Mastercard card issuing, alternative financing business outsourcing services, and loyalty management services. The Non-FinTech services segment is involved in the software and digital security, information communications, e-commerce, and technology services. Management anticipates that payment services will be the major contributor to the Company’s total turnover and revenue.

MPay is currently listed on the ACE Market of Bursa Malaysia with market capitalization in excess of RM120 million. Many people are familiar with MPay as the leading payment service provider in some of the large retail chains in Malaysia like KFC, Pizza Hut, Giant, Guardian, Mercato, Cold Storage, Sunway Group, and Hero Market.

QRPay e-wallet Super App

QRPay e-wallet is powered by MPay and is licensed by Malaysia Central Bank (BNM). QRPay e-wallet is an online e-wallet account that a potential user can open online via QRPay e-wallet Super App, anytime and anywhere without going into a physical office, giving you immediate usage of the account. Once a user has loaded funds into the account, QRPay e-wallet immediately allows the user to perform in-store purchases and, make P2P fund transfer, and make investments, among other financial transactions. QR Pay provides services such as e-wallet reloads, bill payments, funds transfer, perform payment, shopping e-commerce, viewing property, receive reward benefit within a single app.

The Pay Bills feature is ready for Domestic Utility Bill Payments, Telco Prepaid/ Postpaid, Insurance & Road Tax Renewal, Council Bill, International Utility Bill Payments, International Reloads, Content Subscriptions, Gaming Points such as Gerena, TNB, Unifi, Astro, Maxis, Digi (Prepaid & Postpaid), PTPTN, etc.

O2O Property is a platform that will let you find your dream home with ease. We have a one stop solution for potential home buyers:  from finding the house of your dreams, to buying the house, owning it, furnishing it, and moving in without any hassle or worry.

QR Pay has its own E-commerce platform known as QR Mart - QMIS Richwood Mart. We also have collaboration with a few other E-commerce platform such as Panpaymart and Ezymart. The uniqueness of these E-commerce platforms is our referral programs where users can get bonus by referring their friends to purchase on the platform.

QR Pay also recently launched the referral program which provides an introducer-affiliate bonus, available for inviting new users to register and spend with QR Pay e-wallet and Mastercard. This program is different from other competitor e-wallet companies, because other e-wallet companies typically give away one-time introducer bonuses for every new user when inviting. However, for the QR Pay referral program, the affiliate bonuses are given for every introduced user spending transaction. In other words, a QR e-wallet customer who introduces affiliates who spend using the QR e-wallet or Mastercard will be eligible to receive ongoing affiliate bonuses, rather than just for the initial introduction.

QMIS Richwood Blacktech Mastercard Prepaid Card

In addition to opening a QRPay Account, cardholders can apply to receive a physical QMIS Richwood Blacktech Mastercard Prepaid Card. This Mastercard can be linked to the QR Pay e-wallet, allowing the user to instantly transfer money from the QR Pay e-wallet to Mastercard. Afterwards, users can make payment for goods and services at Mastercard merchants store domestically, worldwide and online purchase. Cardholders can withdraw cash at worldwide Bank ATMs with their Mastercard and a secure PIN. Users are also able to check the card’s balance via QRPay at any time and from any location.

Revenue Model

QR Management anticipates that revenue streams will be derived from core business areas. QR Pay e-wallet will provide a variety of services in a single mobile interface. The ultimate aims will be to provide users with access to multiple services in a single location. The services include payment and financial transactions processing (e-wallet), e-Commerce and communication online platform. There are two main sources of revenue of the e-wallet, which are as follows:

1. E-Commerce; and

2. E-wallet

Future Business Prospects

Super Apps

Super Apps are basically apps with aggregated services or functions. As opposed to single-purpose apps like Skype, Super Apps will offer a unified and centralized experience. Super Apps are the current trend, as consumers are looking for convenience and efficiency in managing their day-to-day activities and entertainment. Companies which develop Super Apps are also on the rise, especially with Grab being listed via SPAC (Special Purpose Acquisition Company) on Nasdaq recently.

Super Apps in general are a digital ecosystem that can serve to connect all merchants (Ecosystems) registered on the Super App (Mobile Platform) to their Users (Value Partners). Super Apps integrate multiple services and functions (including in-house services and services provided by third party merchants) within a mobile app. The following value chain illustrates the main stakeholders (i.e. super app owner, merchants and users) involved in the digital ecosystem of super app and the relationships between all parties.

Digital Ecosystem of Super App

The growing preference of consumers for Super Apps is mainly driven by convenience and simplicity. With a one-time login to a Super App, users are able to fulfil many of their daily life needs through the functions integrated in a Super App. Such integration of functions delivers the users convenience, ease of use and a seamless experience without the hassle of resorting to different apps for multiple activities. Examples of some functions that can be integrated within a Super App area as follows:

Overview of Services / Functions under a Super App

In addition to the above functions that can be integrated within a Super App, QR Management anticipates that QR Pay Super Apps may also offer services related to financial services and other related services. Further, QR Pay Super Apps will be able to enable integrations with third party mobile apps to expand the range of services available to users. Examples of third-party mobile apps that can be integrated into a Super App include third-party e-commerce platforms, third party social media sites and third-party reward platforms. The diagram below provides an overview of services/functions that QR is working to or plans to integrate with Super Apps.

The figure above illustrates a range of services and functions that QR management is working or plans to work to integrate in QRPay.

Financial and other Related Services

E-wallet

An e-wallet includes online payment and transfer, credit services (i.e., micro loan) and insurance products. The usage of an e-wallet saves users the hassle and avoids security issues arising from cash withdrawal and cash handling. Payment through an e-wallet is a key ‘enabler’ to the success of a Super App as it facilitates payments for products and services sold through the Super App. Therefore, e-wallets have become an indispensable element in many Super Apps. It is also a convenient method of performing transactions and was especially widely used during the COVID-19 pandemic due to its contactless nature which avoided the risk of virus infection from handling cash.

Credit Services

QR Management believes that Super Apps may also offer credit services by partnering with financial institutions to provide credit facilities, especially support ‘BUY NOW PAY LATER’ payment schemes offered by e-commerce merchants for high-priced items such as furniture and electronic devices. ‘BUY NOW PAY LATER’ is a payment scheme offered to customers which can spread out their online shopping bill into several monthly instalments.

Insurance

Further, QR Management believes that Super App owners also may collaborate with insurance companies to offer a range of insurance plans such as travel and car insurance to users. The users will have easier access to the insurance plans as they will be able to browse and complete payment for the insurance plans directly through the App without the need of going through an agent.

Along with the proliferation of mobile phone usage and increasing convenience of performing tasks using mobile phones (particularly using mobile apps), there have been increasing mobile apps introduced in the market with interesting and sophisticated functions to cater to the needs of consumers from all aspects of daily life, including transportation, food services, entertainment and financial services.

Over the last decade, several Super Apps have been introduced into the Asia-Pacific market, including WeChat, Grab, Gojek, Alipay, Kakao and Paytm, which are among the popular Super Apps used by consumers in the Asia Pacific region.

Examples of Super Apps in Asia

The QR Super App project is currently in its early development stage. QR is in the midst of engaging an app developer and marketing agency to develop a marketing plan for a proprietary Super App.

Roadmap

QR Management anticipates the development and deployment of the proprietary Super App will include several key steps and goals, including the following:

1. To be the integrated e-payment enabler of choice for consumer sector in the South East Asia Region.

2. Position as an integrated e-payment enabler for Malaysian Retail Outlet, Transit and Parking.

·Pilot launch at the key targeted sites 

· Deliver compelling value to Service providers and relevant authorities 

3. Expansion of the services to all Service Providers for Southeast Asian and beyond.

4. Strengthening the position as integrated e-payment enabler of ‘CHOICE’ for local and regional market.

·Open the services to other local and international payment scheme i.e., TouchnGo, UnionPay, Paypal, Grabpay, etc. 

·Replicate and enable the services at other countries. 

5. Promote cross-sector usage through bundling and targeted promotions with International Card Brands and Banks.

The Company’s Management believes that disruption is hitting businesses of all kinds, and the investment banking and financial services industry is no exception. With the Covid-19 crisis having resulted in the deepest recession since the Second World War, financial services providers will need to adapt to the data, digital and strategy needs of clients if they are to survive amid the chaos.

Financial services in 2020 was defined by a sudden acceleration in digitization and digital engagement-pushed by the impacts of the COVID-19 pandemic. Mobile banking transactions spiked, personal trading apps saw record transaction volumes, and call center personnel kept customer support going by working from their living rooms.

While the financial services industry was able to weather the digital tsunami and continue its operations, it has become clear that the winds of change are not transient. Financial institutions are now thinking strategically about their technical setup and questioning whether the tools that they have previously relied on are the right ones to use going forward.

Here are a few major themes that the Company’s Management has identified as being likely to dominate financial industry conversations and technology roadmaps in 2022 and beyond:

·Modernizing dated core systems will be imperative; 

·Banking goes beyond cash with digital engagement; 

·Institutional and wholesale trading moves off trading floors; 

·Work-from-home must work across financial services; 

·Embedded innovation is the new status quo; 

·Financial products and services are tailored to the specific needs of the customers; and 

·Online financial products have become increasingly popular among global consumers. 

To emerge from the COVID-19 crisis, the Company’s Management believes that the business should focus on the fundamentals of agility, technology, innovation, resilient and visionary leadership. On the flip side, we will see the emergence of new business opportunities. The world of connected devices - internet of things - cloud computing - AI, including machine learning, will provide the stepping stones for business and their own survival.

In line with the business objectives of QMIS TBS Group, the Company will continue to conduct strategic reviews for its existing core business and search for potential new investments. The proposed activities are detailed in the following sections:

(a)Creating an Integrated and Sustainable Financial Ecosystem

Technology’s Innovation

Technology innovation will make the greatest impact on business and the initial survival of business will depend on how rapidly business embrace technology to drive their own operations and also link up with others to build upon possible synergies. Cohesive Collaboration will be a key.

Emerging Business Model – FinTech Aggregating Financial Services

The Company would turn itself into a FinTech company distributor of financial services products. That is, the Company would not dependent on internal resources to create financial products and services but instead source them from an ecosystem of partners. In this way, the Company does not have to incur heavy expenditure and long period of time in products development or compliance and can also provide customers with access to a broader range of products than if the bank tried to produce everything itself.

Sustainable FinTech Business Models for the Digital Age

(i) Virtual Banker Advisor

In order to make this model successful, the bank would need to become a virtual advisor, using customers’ data to help them make better financial and operational decisions - effectively providing a customer with the right advice and/or other service at the right time and across the right channel to enable the customer to make more informed decisions.

The Company plans to monetize this service, inter alia, by taking a small fee on all of the products and services the customer uses.

(ii) Economies of Scale Intelligence Solution

Operating such a model, management believes that the Company can generate massive economies of scale by potentially servicing millions of customers from the same software platform. Also, as a platform, there would be the potential for the Company to generate network effects that could lead to increasing returns to scale.

First, there are the two-sided network effects whereby larger customer numbers lead to a larger number of ecosystem partners which then, by offering the widest choice, attracts more customers and so. However, there are also the data network effects, whereby the Company learns more about how best to serve customers the more data it captures meaning it gives better and better services, attracting more data and so on.

If the group also opens up its platform for customer interactions with each other - with peers giving advice to each other, for example - then there are also interaction network effects enjoyed by the social network platforms.

(b)Expansion of QMIS TBS’s Core Investment and Business Activities

In light of the competitive and dynamic environment, the Company intends to intensify its involvement in the ICT, App developer and Biotechnology and Life sciences areas by exploiting new technologies and to optimize risk-reward profiles of its investments.

(c)Geographical Expansion

The Company intends to expand its geographical coverage and increase its investment and incubation activities across the Asia Pacific region. In the medium term, the Company plans to pursue the markets in China, Singapore and Taiwan. The Company plans to form strategic alliances with foreign technology incubators and venture capitalists to establish its market presence in these countries. Management anticipates that the modes of investments will include, inter-alia, direct investments in technology companies, acquisition of established technology incubators and formation of co-managed fund management companies. In the long term, the Company intends to pursue its business beyond the Asia Pacific region.

(d)Continuous Development of Expertise

The Company has identified the following strategies to develop the expertise of its investment personnel:

i.Increase the scope of financial expertise via direct employment and/or outsourced technical services in line with the expansion of the investment and consultancy business; 

ii.Expand the staff training and development programs to enhance its professional personnel’s technical skills, knowledge and capabilities; and 

iii.Increase the exposure and create “shared experience” education programs via strategic alliance with other local higher learning institutions and other technology incubators either through direct investment in investee companies or through co-managed fund basis. 

(e)Business Alliances and Partnership Establishments

The Company plans to introduce the investee company to prospective business partners and strategic alliances in order to further expand the marketing network of the investee company and therefore enhance the investee company’s chances of securing projects for its product and services.

While 2020 was bleak from many perspectives, one of the rare positives is that it helped prove that agility and innovation, done right, is a game changer. The speed at which the financial services industry transformed to help their customers through the pandemic is the speed at which they want to continue operating. And that requires a culture of innovation that is embedded into the corporate culture of an institution.

From financial services institutions to vendors, regulators, and supervisors, the Company’s management believes that 2024 and beyond are likely to be years of deliberate cultural transformation to find new ways of working together to create safer, cheaper, more inclusive, and more equitable financial markets.

Financial Cloud

As of the date of this Annual Report, QR was in the Company had one subsidiary: Richfield Orion International, Incorporated, as discussedprocess of finalizing the partnership with Tencent Holdings Ltd. (“Tencent”), a top-ranking Chinese conglomerate. Tencent, with a historic market cap surpassing HKD3 trillion, and QR will work in more detail below.  The Companyestablishing an innovative Financial Cloud System, through which QR plans to further expand its micro lending operations. Management anticipates making additional acquisitions, but there can be no guarantee that the CompanyQR’s collaboration with Tencent Cloud will extend beyond a conventional partnership, and that it will be ablea strategic alignment that underscores QR’s commitment to find suitable acquisition or business combination companies, orempowering users. This partnership will form the bedrock of a finance and investment platform that will not only enhance our

clients’ financial literacy but also will provide the necessary resources and tools for individuals and businesses to finalize any such transactions.

Richfield Orion International, Inc.

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

The Company and Richfield plan to file for FINRA approval in the first quarter of 2022. Until FINRA approval is obtained, the Company and Richfield entered into a form of management and operations agreement, discussed in more detail below, to describe the relationship between and the operations of the two entities. Management of the Company and of Richfield anticipate that once FINRA approval and acknowledgement of the Company as the sole owner of Richfield is obtained, the agreement will be terminated, and Richfield will operatebusiness operator, thus leveraging Tencent's Infrastructure as a subsidiary of the Company.  BecauseService (IAAS) Platform: Tencent Cloud. For clarification, the Company has paiddecided not to engage, either directly or through its subsidiaries, in cryptocurrency or any related activities.

Management believes that the initial purchase amount,financial sector is a linchpin of economic activity, and in the Company considers Richfieldface of technological advancements, it is imperative to be prepared for the future. Tencent Cloud, with its subsidiary entity. Despitesterling track record, has emerged as the transaction’s not having closed,preeminent partner for our foray into the Company has included Richfield’sMalaysian financial statements pursuant to Rule 8-04 of Regulation S-X, and the pro forma financial information pursuant to the Rule 8-05 of Regulation S-X.  

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

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

As noted, the Company and Richfield anticipatebelieves that the Management Agreement will governrobustness and versatility of Tencent Cloud's offerings position us uniquely to address the relationship of the two entities until such time as the Company receives the final approval from FINRA of the change of ownership of Richfield.  Management of the Company and of Richfield anticipate that once FINRA approval and acknowledgement of the Company as the sole owner of Richfield is obtained, the agreement will be terminated, and Richfield will operate as a subsidiary of the Company. 

As noted above, because the Company entered into the Broker Dealer Purchase Agreement and paid the initial purchase amount, the Company considers Richfield to be its subsidiary entity, even though the transaction has not closed. Despite the transaction’s not having closed, the Company has included Richfield’s financial statements pursuant to Rule 8-04 of Regulation S-X, and the pro forma financial information pursuant to the Rule 8-05 of Regulation S-X.  

Richfield is an independent financial services firm headquartered in Castle Rock, Colorado, and was designed to meet theevolving needs of the discerning investorsfinancial landscape. Management believes that the Financial Cloud Ecosystem, operating on a SaaS model, shall ensure secure, efficient, and independent securities professionals. Richfield conductsinterconnected financial solutions.

QR faces several risks and challenges in its collaboration with Tencent, primarily centered around network congestion, protocol changes, operational impact, security concerns, regulatory changes, and scalability issues. The high transaction volumes on Tencent's platform pose a risk of network congestion, potentially causing delays and increased transaction fees, necessitating proactive measures to optimize network capacity. Protocol changes implemented by Tencent for security or functionality improvements may create compatibility issues for QR's existing applications and algorithms, requiring a robust communication channel and timely adaptation. Unforeseen issues within Tencent's platform, like outages or glitches, could disrupt QR's operations, emphasizing the need for contingency plans and redundancies. Security concerns arise from shared responsibility, where vulnerabilities in Tencent's platform may impact the integrity of QR's financial transactions, demanding collaborative security measures.

A Comprehensive Financial Cloud Ecosystem:

Management anticipates that QR and Tencent will jointly envisage an encompassing Financial Cloud System, integrating an array of sophisticated financial services and state-of-the-art technology:

1. Big Data Analytics: Through the consolidation of financial data, the collaboration between QR and Tencent Cloud will seek to empower Big Data Analysts. This initiative will be structured to catalyze progress in optionsthe financial industry, offering crucial insights that can enhance economies and general equity trading securities utilizingempower citizens to make well-informed decisions when navigating intricate financial challenges.

2. Micro-loan Platform: A crucial facet of economic empowerment, the tradingFinancial Cloud will introduce a micro-loan platform, providedproviding individuals and small businesses with access to credit to seize opportunities and navigate financial challenges.

3. Cloud-Based Financial Services: Expanding beyond core components, QR management anticipates that the Financial Cloud ecosystem will encompasses an array of cloud-based financial services, including insurance, unit trust funds, and trustee services, simplifying and enhancing clients' financial experiences with added convenience and security..

4. Finance and Investment Education Platform: Aligned with QR's mission to empower users, QR management anticipates that the partnership with Tencent Cloud will establishes a finance and investment platform, providing education, resources, and tools to enhance financial literacy, enabling users to make informed decisions. This commitment underscores the transformative initiative's cornerstone, positioning financial literacy as pivotal. QR and Tencent plan to collectively shape a future where knowledge and access to innovative financial solutions empower individuals and businesses, fostering global economic growth and personal prosperity..

To ensure a seamless transition and optimal resource allocation, QR management anticipates that the implementation of services within the Financial Cloud Ecosystem will occur in stages. This strategic approach reflects QR's commitment to delivering world-class financial solutions while upholding operational excellence.

The Significance of Big Data:

It is anticipated that the power of Big Data will be central to the Financial Cloud Ecosystem. With vast amounts of financial data flowing through the system, QR management believes that it is possible to harness this data to gain insights, improve financial decision-making, and enhance the user experience. Big Data analytics drive personalized recommendations, risk assessments, and predictive modeling, enabling QR to better serve the client’s financial needs.

A Global Impact:

QR management believes that the Financial Cloud Ecosystem is not limited by borders, but rather that it is a global solution. The Financial Cloud Ecosystem has the firm's clearing broker-dealer, RBC Correspondent Services (“RBC”).  All Richfieldpotential to transcend geographical boundaries, contributing to financial inclusion and empowerment worldwide. From enabling entrepreneurs in emerging markets to providing secure financial services to remote areas, QR management anticipates that the impact will reaches far and wide.

Security and Compliance at the Core:

The backbone of Financial Cloud Ecosystem will be the robust security and adherence to regulatory standards. User data and transactions are done through RBC,safeguarded with the utmost care, ensuring trust and Richfield operates principallyreliability.

Reaching the Software as a Service (SaaS) Platform:

QR management anticipates that Tencent, as QR’s technology provider, will operate on a robust SaaS (Software as a Service) model. In this collaborative partnership, QR management anticipates that Tencent will develop and maintain cloud application software within the SaaS framework, ensuring seamless access to innovative financial solutions for QR’s our users. Additionally, under this model, QR management anticipates that Tencent will offer automatic software updates, making the latest financial tools readily available to our customers via the internet. QR management believes that the partnership between QR and Tencent Group will be nothing short of revolutionary in the US markets.  Generally, Richfield’s clientsfinancial industry. It reflects a shared belief that the fusion of technology, innovation, and a user-centric approach can redefine the way financial services are individuals or small company entities.  All information concerning our clients is obtained using RBC's new-client information forms.  All clients are reviewed and approved by Richfield’s Chief Compliance Officer.  All trading activities are processed through RBC's trading platform and reviewed daily by Richfield’s trading supervisor.delivered.

Competition

The majorityMajor Industry Competitors in Southeast Asia

In Southeast Asia, the e-payment industry is dominated by a few major players. These include:

Grab: A ride-hailing and e-payment platform that offers a range of Richfield’s clients are located within the United States,services including food delivery, mobile payments and more.

Gojek: A multi-service platform that offers ride-hailing, food delivery, and mobile payments.

Razer: A Singapore-based gaming and financial technology company that offers e-payment solutions and a few clients are foreign entities or residentsdigital wallet.

Sea Limited: A Singapore-based company that operates the e-commerce platform Shopee and digital wallet AirPay.

Singtel: A Singapore-based telecommunications company that offers mobile payments and digital financial services through its subsidiary, Dash.

These companies have established themselves as key players in the Southeast Asian e-payment market, offering a range of other countries.  Each foreign-based client must provide additional informationservices that cater to RBC,the region's growing demand for mobile and all information provided is reviewed by Richfield’s Chief Compliance Officer.  Richfield may participate with other FINRA registered broker-dealers as part of a selling syndicate to offer “best-efforts” placements.  Generally, Richfield participates in these placements of private placements under Regulation D promulgated under the Securities Act of 1933.  These private placements are offered offerings to accredited investors for their own accounts.online payment solutions. Other notable players include Liquid Pay, Akulaku, and Touch 'n Go.

Employees

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

Richfield’s service is based on the concept that clientswe employed a total of 16 full-time and successful representatives deserveno part-time employees. In general, we maintain a brokerage system with leading edge investment and advisory programs, modest charges, and fair clearing costs for commission-based business.

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

Through our operation of Richfield, we will be subject to the SEC’s Uniform Net Capital Rule (Rule 15c3-1), which, among other things, requires the maintenance of minimum net capital.  Richfield is subject to the SEC’s Uniform Net Capital Rule (Rule 15c3-1), which, among other things, requires the maintenance of minimum net capital. At December 31, 2021, Richfield had net capital of $76,396, which was $71,396 in excess of its required net capital of $5,000.

Employees

As of the date of this Annual Report, the Company had three part-time employees and one full-time employees.  Richfield had one full-time employee and five 5 personnel engaged as independent contractors.

We will, as needed, hire additional employees or sub-contract the balance of our personnel requirements through independent contractors.  Management believes that we will be able to satisfy our labor requirements for the foreseeable future.  None of our employees are represented by a collective bargaining arrangement, and we believe our relationship with our employees is good.and we have not experienced any material labor disputes. We value our employees and insurance agents the most and are constantly encouraging innovation, efficiency, and teamwork at the Company.

Recent DevelopmentsDescription Of Properties

DuringThe Company’s principal executive offices are located at 55-6, The Boulevard Office, Lingkaran Syed Putra, Mid Valley City, 59200, Kuala Lumpur, Malaysia. We signed a total of four written leases, which included one lease for the fourth quarter of 2020,Company’s headquarters and three leases for its subsidiaries. On April 22, 2021, the Company entered into negotiationsand the JKC Resources Sdn. Bhd. signed the lease contract for its headquarter office spaces of consist of 2,000 square feet of office space. The initial term of the lease for our headquarters was from July 1, 2018 to June 30, 2023, with Dr. Chin,an extension to

June 30, 2024. The address of each of the Company’s Chief Executive Officer, relating to the loan by Dr. Chin of $1,500,000 to the Company in exchangesubsidiaries, except for the issuance of a promissory note. The Company and Dr. Chin anticipate that the loan and note transaction will be completed during the second quarter of 2022. 

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. YungHong Kong Chin. The Company will pay interest from the date of issuance of the Note on the unpaid principal balance at the annual rate of interest equal to eight percentage (8%) per six months, such principal and interest to be payable on demand. The Notesubsidiaries, 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 had not been issued and no funding had been made toC/O the Company at the date of this Annual Report.

Additionally, during the fourth quarter of 2020, the Company entered into negotiations to acquire two additional entities: QMIS Securities Limited (“QSL”) and QMIS Asset Management Limited (“QAML”).

As of the date of this Annual Report, the Company was still in negotiations and was conducting due diligence. No formal agreements had been signed. Additional information will be provided as the transactions are closed and finalized.

ITEM 1A.   RISK FACTORS

Because of the following factors, as well as other factors affecting the Company's financial condition and operating results, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.Legal Proceedings

Risks RelatingFrom time to Our Company

We have a limited operating history and limited historical financial information upon which you may evaluate our performance.

You should consider, amongtime, we are involved in litigation or other factors, our prospects for success in light of the risks and uncertainties encountered by companies that, like us, are in their early stages of development. We may not successfully address the usual and ordinary risks and uncertainties associated with being an early stage company or successfully implement our existing and new business plan and services. If we faillegal proceedings incidental to do so, it could materially harm our business. EvenWe are not currently a party to any litigation the outcome of which, if we accomplish these objectives, we may not generate the positive cash flowsdetermined adversely to us, would individually or profits we anticipate in the future. Unanticipated problems, expenses and delays are frequently encountered in establishing a new business and developing new products and services. These include, but are not limitedaggregate be reasonably expected to inadequate funding, lack of consumer acceptance, competition, product development, and inadequate sales and marketing. Our failure to meet any of these conditions would have a material adverse effect upon us and may force us to reduce or curtail our operations. No assurance can be given that we will operate profitably. Even though we are being managed by individuals with significant industry experience, our limited operating history makes it difficult to predict the long-term success of our business model.

Failure to achieve and maintain effective internal controls in accordance with section 404 of the Sarbanes-Oxley act of 2002 could have a material adverse effect on our business, and stock price.operating results, cash flows or financial condition.

AsRegulations Related to our Business Operations Hong Kong

Regulation of limited liability companies in Hong Kong

All private company limited by shares have to be duly incorporated and registered under the Companies Ordinance (Chapter 622 of the Laws of Hong Kong). After successful incorporation, the company must comply with the various provisions in the Companies Ordinance. These obligations include the timely disclosure and reporting of specified information about the company, its officers and shareholders, etc. and any changes in such information to the Registrar of Companies so that members of the public can have ready access to the latest information of the company kept by the Registrar of Companies.

Regulation of the securities and futures market in Hong Kong

The Securities and Futures Ordinance (the “SFO”) (Chapter 571 of the Laws of Hong Kong) is the primary legislation regulating the securities and futures industry in Hong Kong, including the regulation of securities, futures, leveraged foreign exchange and derivative markets as well as credit ratings, intermediaries and their conduct of regulated activities and the offering of investments to the public in Hong Kong.

The Securities and Futures Commission (the “SFC”) is an independent statutory body set up in May 1989, the power of which is derived from the SFO and other subsidiary rules and regulations. The SFC administers the SFO and is responsible for regulating the securities and futures market in Hong Kong. The SFC strives to strengthen and safeguard the integrity and soundness of Hong Kong’s securities and futures markets for the benefit of investors and the industry.

The regulatory objectives of the SFC as set out in the SFO are:

·to maintain and promote the fairness, efficiency, competitiveness, transparency and orderliness of the securities and futures industry; 

·to promote understanding by the public of financial services including the operation and functioning of the securities and futures industry; 

·to provide protection for members of the public investing in or holding financial products; 

·to minimize crime and misconduct in the securities and futures industry; 

·to reduce systemic risks in the securities and futures industry; and 

·to assist the Financial Secretary of Hong Kong in maintaining the financial stability of Hong Kong by taking appropriate steps in relation to the securities and futures industry. 

Parties and products regulated by the SFC include, but are not limited to, licensed corporations and individuals carrying on Type 1 to Type 10 regulated activities under the SFO, investment products offered to the public, listed companies, the Stock Exchange of Hong Kong Limited (the “Stock Exchange”), approved share registrars and all participants in trading activities.

Securities and Futures Ordinance

The SFC operates a system of authorizing corporations and individuals (through licenses) to act as financial intermediaries.

Under the SFO, a person who:

(a)carries on a business in a regulated activity; or 

(b)holds itself out as carrying on a business in a regulated activity, 

must be licensed under the relevant provisions of the SFO to carry on that regulated activity, unless one of the exceptions under the SFO applies.

Furthermore, under the SFO, only a company incorporated in Hong Kong or an overseas company registered under Part 16 of the Companies Ordinance as a non-Hong Kong company can be licensed to carry out a regulated activity.

Further, if a person actively markets (whether in Hong Kong or from a place outside Hong Kong) to the public reporting company, wein Hong Kong any services it provides and such services, if provided in Hong Kong, would constitute a regulated activity, then that person will also be subject to the licensing requirements under the SFO.

In addition to the licensing requirements on corporations, any individual who:

(a)performs any regulated function in relation to a regulated activity carried on as a business; or

(b)holds himself or herself out as performing such regulated function, must separately be licensed under the SFO as a licensed representative accredited to his or her principal.

Through licensing, the SFC regulates the financial intermediaries of licensed corporations and individuals that are carrying out the following regulated activities:

Type 1: Dealing in securities

Type 2: Dealing in futures contracts

Type 3: Leveraged foreign exchange trading

Type 4: Advising on securities

Type 5: Advising on futures contracts

Type 6: Advising on corporate finance

Type 7: Providing automated trading services

Type 8: Securities margin financing

Type 9: Asset management

Type 10: Providing credit rating services

The SFO provides a single licensing regime where a person needs only one license to carry on different types of regulated activities.

According to the above, QTBS would require Type 4 license for carrying out its corporate advisory services in Hong Kong and QFL would require Type 1, Type 4 and Type 9 license for its subsidiaries carrying out the investment banking, digital banking, private banking, and asset management services businesses in Hong Kong.

For licensed corporations regulated by the SFO, they are required to comply with the Sarbanes-Oxley Actrequirements such as hiring responsible officers to supervise the regulated activities, maintain at all times paid-up share capital and liquid capital not less than the specified amounts, and comply with all applicable provisions of 2002the SFO and the relatedits subsidiary rules and regulations as well as the codes and guidelines issued by the SFC.

Implementation of anti-money laundering and terrorist financing policies and procedures

Money laundering covers a wide range of activities and processes intended to alter the identity of the SEC,source of criminal proceeds in a manner which disguises their illegal origin. Terrorist financing is a term which includes the financing of terrorist acts, and of terrorists and terrorist organizations. It extends to any property, including periodic reports, disclosures and more complex accounting rules. As directed by Section 404 of Sarbanes-Oxley, the SEC adopted rules requiring public companies to includeany funds, whether from a report of management on a company’s internal control over financial reporting in their Annual Report on Form 10-K. In addition, the independent registered public accounting firm auditing our financial statements must attest to and report on the effectiveness of our internal control over financial reporting. Based on current rules, welegitimate or illegitimate source.

Corporations are required to report under Section 404(a)comply with applicable anti-money laundering laws and regulations in Hong Kong. The four main pieces of Sarbanes-Oxley regardinglegislation that apply to licensed corporations in Hong Kong that are concerned with anti-money laundering and counterterrorist financing (“AML/CTF”) are the effectivenessAMLO, the Drug Trafficking (Recovery of our internal control over financial reporting. If we are unable to conclude that we have effective internal control over our financial reporting as required by Section 404(a)Proceeds) Ordinance (Chapter 405 of the Laws of Hong Kong) (“DTROP”), investors could lose confidence in the reliabilityOrganised and Serious Crimes

Ordinance (Chapter 455 of our financial statements, which could result in a decrease in the valueLaws of our common stock.

We have received a going concern opinion from our auditors,Hong Kong) (“OSCO”) and we are currently operating at a loss, which raises doubt about our ability to continue as a going concern.

We have received a “Going Concern” opinion from our auditors. As reflected in the accompanying consolidated financial statements,United Nations (Anti-Terrorism Measures) Ordinance (Chapter 575 of the Company had an accumulated deficit at December 31, 2021, a net loss and net cash used in operating activities for the year ended December 31, 2021 and 2020. These factors raise substantial doubt about the Company’s ability to continue as a going concern.Laws of Hong Kong). (“UNATMO”).

The Company is attemptingAML/CTF regime for financial institutions comprises two tiers of regulation: (a) legislation, being the AMLO; and (b) supplementary guidance issued by each respective financial institutions’ regulator, which includes guidelines that apply to generate sufficient revenue; however, the Company’s cash position may not be sufficient enough to support the Company’s daily operations. While the Company believes in the viability of its strategy to generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues and to raise capital from third party sources.

We may be exposed to risks due to our investment banking activities.

Investment banking is a specific division of banking that incorporate the services of banks and SEC registered broker/dealers, such as Richfield. Actions undertaken by an investment bank are related to the creation of capital for other companies. Investment banks may underwrite or assist in the distribution of new debt and equity securities for all types of corporations. Investment banks also provide guidancefinancial institutions (as defined in the AMLO) and sector-specific guidelines. The SFC has published the Guideline on Anti-Money Laundering and Counter-Terrorist Financing which applies to issuers regarding the issue and placement of stock.

Additionally, participation in an underwriting syndicate or a selling group involves both economic and regulatory risks. An underwriter may incur losses if it is unable to resell the securities it is committed to purchase, or if it is forced to liquidate its commitment at less than the purchase price. In addition, under federal securities laws, other laws and court decisions with respect to underwriters’ liabilities and limitations on the indemnification of underwriters by issuers, an underwriter is subject to substantial potential liabilitylicensed corporations for misstatements or omissions of material facts in prospectuses and other communications with respect to such offerings. Acting as a managing underwriter increases these risks.this purpose (“SFC Guidelines”).

ToBroadly speaking, the extent that we, through our subsidiary Richfield, participate in investment banking activities in the future, we will be exposed to these risks and potential liabilities.  Additionally, underwriting commitments constitute a charge against net capital, and our ability to make underwriting commitments in connection with investment banking activities in the future may be limited by the requirement that we must at all times be in compliance with the SEC’s Uniform Net Capital Rule 15c3-1.

Failure to comply with the net capital requirements could subject us to sanctions imposed by the SEC or FINRA.

Richfield is subject to the SEC’s Uniform Net Capital Rule (Rule 15c3-1), which, among other things, requires the maintenance of minimum net capital.   Rule 15c3-1 is designed to measure the general financial integrity and liquidity of a broker-dealer. Compliance with Rule 15c3-1 limits those operations of broker-dealers that require the intensive use of their capital, such as underwriting commitments and principal trading activities. Rule 15c3-1 also limits the ability of securities firms to pay dividends or make payments on certain indebtedness, such as subordinated debt, as it matures. FINRA may enter the offices of a broker-dealer at any time, without notice, and calculate the firm’s net capital. If the calculation reveals a deficiency in net capital, FINRA may immediately restrict or suspend certain or all of the activities of a broker-dealer. Richfield may not be able to maintain adequate net capital, or its net capital may fall below the minimum requirements established by the SEC, and subject us to disciplinary action in the form of fines, censure, suspension, expulsion or the termination of business altogether. In addition, if Rule 15c3-1 is changed or expanded, or if there is an unusually large charge against net capital, operations that require the intensive use of capital would be limited. A large operating loss or charge against net capital could adversely affect our ability to expand or even maintain present levels of business, which could have a material adverse effect on our business.

Our risk management policies and procedures may leave us exposed to unidentified risks or an unanticipated level of risk.

The policies and procedures we plan to employ to identify, monitor and manage risks may not be fully effective. Some methods of risk management are based on the use of observed historical market behavior. As a result, these methods may not accurately predict future risk exposures, which could be significantly greater than the historical measures indicate. Other risk management methods depend on evaluation of information regarding markets, clients or other matters that are publicly available or otherwise accessible by us. This information may not be accurate, complete, up-to-date or properly evaluated. Management of operational, legal and regulatory risks requires, among other things, policies and procedures to properly record and verify a large number of transactions and events. We cannot assure that our policies and procedures will effectively and accurately record and verify this information. We plan to seek to monitor and control our risk exposure through a variety of separate but complementary financial, credit, operational and legal reporting systems. We believe that we will be able to evaluate and manage the market, credit and other risks to which we are exposed. Nonetheless, our ability to manage risk exposure can never be completely or accurately predicted or fully assured. For example, unexpectedly large or rapid movements or disruptions in one or more markets or other unforeseen developments could have a material adverse effect on our results of operations and financial condition. The consequences of these developments can include losses due to adverse changes in inventory values, decreases in the liquidity of trading positions, higher volatility in earnings, increases in our credit risk to customers as well as to third parties and increases in general systemic risk.

We will depend on senior employeesAMLO and the loss of their services could harm our business.

We will depend on the continued services of our management team, as well as our ability to hire additional members of management, and to retain and motivate other officers and key employees. We may not be able to find an appropriate replacement for any or all of the aforementioned or any other executive officer if the need should arise. Due to the regulated nature of some of our businesses, some of our executive officers, or other key personnel, could become subject to suspensions or other limitations on the scope of their services to the Company from time to time. If we lose the services of any executive officers or other key personnel, we may not be able to manage and grow our operations effectively, enter new brokerage markets or develop new products.

Legal liability may harm our business.

Many aspects of our business subject us to substantial risks of liability to customers and to regulatory enforcement proceedings by state and federal regulators. We face significant legal risks in our businesses and, in recent years, the volume of claims and amount of damages sought in litigation and regulatory proceedings against financial institutions have been increasing. In the normal course of business, our operating subsidiary may be the subject of civil actions, regulatory proceedings, or arbitrations arising out of customer complaints relating to our activities as a broker-dealer, as an employer, or as a result of other business activities.

Dissatisfied clients often make claims against securities firms and their brokers and investment advisers for, among others, negligence, fraud, unauthorized trading, suitability, churning, failure to conduct adequate due diligence on products offered, failure to address issues arising from product due diligence, failure to supervise, breach of fiduciary duty, employee errors, intentional misconduct, unauthorized transactions, improper recruiting activity, and failures in the processing of securities transactions. These types of claims expose us to the risk of significant loss. Also, we may be exposed to substantial liability under federal and state securities laws, other federal and state laws, and court decisions, including decisions about underwriters’ liability and limitations on indemnification of underwriters by issuers.

There can be no assurance that these types of proceedings, which may generate losses that significantly exceed our reserves, will not materially and adversely affect us. Also, legal or regulatory actions could cause significant reputational harm, which could in turn seriously harm our business prospects.

We are subject to various risks associated with the securities industry, any of which could have a materially adverse effect on our business, cash flows and results of operations.

We are subject to uncertainties that are common in the securities industry. These uncertainties include:

As a result, Richfield’s revenues and earnings may vary significantly from quarter to quarter and from year to year. In periods of low retail and institutional brokerage volume and reduced investment banking activity, profitability may be impaired if expenses remain relatively fixed.

Richfield is smaller and has less capital than many of our competitors in the securities industry. In the event of a market downturn, Richfield’s business could be adversely affected in many ways. Richfield’s revenues are likely to decline in such circumstances and, if we are unable to reduce expenses at the same pace, Richfield’s profit margins would erode.

Competition with other financial firms may have a negative effect on our business.

Through Richfield, we compete directly with national and regional full-service broker-dealers and a broad range of other financial service firms, including banks and insurance companies. Competition has increased as smaller securities firms have been acquired by or merged into other firms. Mergers and acquisitions have increased competition from these firms, many of which have significantly greater financial, technical, marketing and other resources than we do. Many of these firms offer their customers more products and research than currently offered by us. These competitors may be able to respond more quickly to new or changing opportunities, technologies and client requirements. We also face competition from companies offering discount and/or electronic brokerage services, including brokerage services provided over the Internet. These competitors may have lower costs or provide more services, and may offer their customers more favorable commissions, fees or other terms than those offered by us. To the extent that issuers and purchasers of securities transact business without our assistance, our operating results could be adversely affected.

Our executive officers and directors will hold a significant percentage of our common stock following the Offering, and their interests may differ from those of our unaffiliated shareholders.

Our executive officers collectively will own approximately 96% of the total shares of common stock outstanding following the closing of the Offering, assuming the sale of all 68,021,138 Shares offered in the Offering.  Prior to the Offering, our executive officers owned 100% of the total outstanding shares of common stock.

As a result of these shareholdings, our executive officers currently are able to exercise, and after the closing of the Offering still will be able to exercise, significant influence over the election of our Board of Directors, the management and policies of the Company and the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, and their interests may differ from those of our unaffiliated shareholders. In addition, this concentration of ownership could have the effect of delaying, preventing or defeating a third party from acquiring control over or merging with us.

In addition, sales of substantial amounts of common stock by our executive officers, or the possibility of such sales, may adversely affect the price of the common stock and impede our ability to raise capital through the issuance of equity securities. Though such persons are subject to certain restrictions on sales of our common stock by applicable securities laws and our internal policies and procedures, they may nonetheless sell a substantial number of shares over time during open trading windows.

Employee misconduct could harm the Company or its subsidiary and is difficult to detect and deter.

There have been a number of highly publicized cases involving fraud, insider trading or other misconduct by employees in the financial services industry in recent years, and we run the risk that employee misconduct could occur at the Company. For example, misconduct by employees could involve the improper use or disclosure of confidential information, which could result in regulatory sanctions and material fines, or insider trading, which could lead to criminal charges. Our advisory business often requires that we deal with highly confidential information of great significance to our clients, the improper use of which may have a material adverse impact on our clients. Any breach of our clients’ confidences as a result of employee misconduct may harm our reputation and impair our ability to attract and retain advisory clients, which could adversely affect our business. We also face the risk that our employees engage in workplace misconduct, such as sexual harassment or discrimination, despite our implementation of policies and training to prevent and detect misconduct. In addition to impairing our ability to attract and retain clients, such misconduct may also impair our ability to attract and retain talent resulting in a materially adverse effect on our business. It is not always possible to deter employee misconduct, and the precautions we take to detect and prevent misconduct may not be effective in all cases.

In recent years, the U.S. Department of Justice and the SEC have also devoted greater resources to the enforcement of the Foreign Corrupt Practices Act. In addition, the United Kingdom has significantly expanded the reach of its anti-bribery laws. While we have developed and implemented policies and procedures designed to ensure strict compliance with anti-bribery and other laws, such policies and procedures may not be effective in all instances to prevent violations. Any determination that we or our employees have violated these laws or other applicable anti-corruption laws could subject usSFC Guidelines require licensed corporations to, among other things, civiladopt and criminal penalties, material fines, profit disgorgement, injunctionenforce set of due diligence measures to their direct “customers”, each customer’s ultimate “beneficial owners” and any persons who purport to act on future conduct, securities litigationbehalf of the customer. It also imposes ongoing monitoring and reputational damage, any onerecord keeping requirements on licensed corporations. The SFC Guidelines also provides sector-specific guidance for AML/CTF requirements under DTROP, OSCO and UNATMO such as, staff of licensed corporations who knows, suspects or has reasonable grounds to believe that a customer might have engaged in money laundering or terrorist financing activities must immediately report to the Money Laundering Report Officer of its organization which, could adversely affect our business prospects, financial position orin turn, will report to the market value of our common stock.Joint Financial Intelligence Unit (“JFIU”) if necessary.

WeThe DTROP provides for the tracing, freezing and confiscation of the proceeds of drug trafficking and creates a criminal offence in relation to dealing with such proceeds. Where a person knows or suspects that any property is the proceeds of drug trafficking, the person shall disclose to a police officer, a member of the Customs and Excise Service, a member of the Immigration Service, or an officer of the Independent Commission Against Corruption (an “Authorised Officer”) the information or other matter on which the knowledge or suspicion is based, as soon as is practicable after that information or other matter comes to the person’s attention. It is an offence to fail to disclose to an Authorised Officer such information. It is also an offence for any person knowing or suspecting such a disclosure has been made to disclose any matter to another person which is likely to prejudice any investigation. This is commonly referred to as “tipping off”.

OSCO

The OSCO extends the dealing offence under DTROP to cover the proceeds of indictable offences. It also creates a similar offence in relation to failing to disclose knowledge or suspicion of the proceeds of an indictable offence and tipping off.

UNATMO

The UNATMO implements the mandatory elements of the United Nations Security Council resolutions aimed at combating international terrorism on various fronts. The UNATMO relates to “Terrorist Property”, which refers to property of a terrorist or terrorist associate, or any other property that is intended to be used to finance or otherwise assist the commission of a terrorist act; or was used to finance or otherwise assist the commission of a terrorist act.

The UNATMO prohibits a person from providing any property knowing that the property will be used, in whole or in part, to commit one or more terrorist acts. It also prohibits a person from making any property or financial services available to or for the benefit of a person knowing that, or being reckless as to whether, the person is a terrorist or terrorist associate, except under the authority of a license granted by the Secretary for Security of Hong Kong.

The UNATMO regulates the disclosure of knowledge or suspicion that property is Terrorist Property, similar to the requirements of DTROP and OSCO. It also creates a similar tipping off offence.

Hong Kong Exchanges and Clearing Limited (the “HKEx”)

Apart from the SFC, the HKEx also plays a leading role in regulating companies which seek admission to the Hong Kong markets and supervising those companies once they are listed.

The HKEx is a recognized exchange controller under the SFO. It owns and operates the only stock and futures exchanges in Hong Kong, namely the Stock Exchange and The Hong Kong Futures Exchange Limited and their related clearing houses. The duty of HKEx is to ensure orderly and fair markets and that the risks are prudently managed, being consistent with the public interest, particularly the interests of the investing public.

BNM recently issued a policy document called the Code of Conduct for Malaysia Wholesale Financial Markets. This document sets out principles and standards to be observed by market participants in the financial services industry, which creates risk of non-compliance that could adversely affect our business and reputation

As a participant in the financial services industry, we are subject to extensive regulation in the United States, Europe, Australia and Asia. In addition, as we expand our international operations by opening new offices outside the United States or by carrying out transactions or private placement activities internationally, we are increasingly subject to new regulatory requirements. Regulatory and self-regulatory agencies, as well as securities commissions, in various jurisdictions in which we do business are empowered to conduct periodic examinations and administrative proceedings that can result in censure, fine, issuance of cease and desist orders or suspension of personnel or other sanctions, including revocation of our license or registration or the registration of our regulated subsidiary. In addition, as a result of recent highly publicized scandals in the financial services industry, scrutiny by regulators of financial services firms has increased significantly. Even if a sanction imposed against us or our personnel is small in monetary amount, the adverse publicity arising from the imposition of sanctions against us by regulators could harm our reputation and cause us to lose existing clients or fail to gain new clients.

Change in applicable law and regulatory schemes could adversely affect our business

From time to time, the United States and other national governments in the countries in which we operate, as well as related regulatory authorities and local governments, adopt new rules that affect our business. Many of the requirements imposed by our regulators are designed to ensure the integrity of thewholesale financial markets, including the money market, foreign exchange market, and to protect customersover-the-counter derivatives market. The Code covers areas such as eligibility requirements for dealers and other third parties who deal with usbrokers, prohibited conduct, best market practices, handling of confidential information, and are not designed to protect our stockholders. Consequently, these regulations may serve to limit our activities, including through net capital, customer protection and market conduct requirements. There can be No assurance that new regulations will not be imposed that may materially adversely affect our business, financial condition or results of operation.internal risk management controls.

In addition, public figures in the United States, including the current President, members of his administration and other public officials, including members of the current U.S. Congress, continueresponse to signal a willingness to revise, renegotiate, or terminate various multilateral trade agreements under which U.S. companies currently exchange products and services around the world and to impose taxes or other adverse consequences on certain business activities. It is not known what specific measures might be proposed or how they would be implemented and enforced. There can be No assurance that pending or future legislation or executive action in the U.S. that could significantly increase costs with respect to our foreign operations and, consequently, adversely affect our business, financial condition or results of operations, will not be enacted. In addition, such steps, if adopted, could also lead to retaliatory actions by other foreign governments through measures to prohibit, reduce or discourage business of foreign companies, or other means, which could make it more difficult for us to do business in those countries.

Compliance with any new laws or regulations could also make our compliance efforts more difficult and expensive, affect the manner in which we conduct our business and adversely affect our profitability.

Our business could be adversely affected by a breakdown in the financial markets.

Our subsidiary, Richfield Orion, is a securities broker-dealer. Its business will be affected materially by conditions in the financial markets and economic conditions generally, both in the United States and elsewhere around the world. Many factors or events could lead to a breakdown in the financial markets, including war, terrorism, natural catastrophes and other types of disasters. These types of events could cause people to begin to lose confidence in the financial markets and their ability to function effectively. If the financial markets are unable to effectively prepare for these types of events and ease public concern over their ability to function, our revenues are likely to decline, and our operations are likely to be adversely affected.

The closing of our acquisition of Richfield is contingent upon FINRA acknowledging us as the sole owner of Richfield, and there can be no guarantee that such acknowledgement will be received.

As discussed in more detail herein, in April 2020, we acquired Richfield, a broker-dealer registered with the U.S. Securities and Exchange Commission (the “SEC”) and with the Financial Industry Regulatory Authority (“FINRA”).  We paid $25,000 to the seller as an initial deposit per the purchase agreement. The balance of the purchase price will be due to the seller on the final closing upon the receipt of the acceptance by FINRA of an Amended Member Agreement wherein the Company is acknowledged by FINRA as the sole owner of Richfield. In the event that FINRA should deny the acceptance of the Company as sole owner of Richfield Orion, the Agreement shall immediately lapse. While our management does not anticipate that FINRA would deny the acceptance of the Company as the sole owner of Richfield, there can be no guarantee that FINRA will agree to the change of ownership of Richfield.  If we do not receive the acknowledgement sought, we may need to identify an alternative acquisition target.

We may experience trading losses due to market fluctuations and volatility, which may reduce our revenues and profitability.

Financial markets are susceptible to severe events evidenced by rapid depreciation in asset values accompanied by a reduction in asset liquidity, such as the asset price deterioration in the subprime residential mortgage market that began in 2008. Our revenue and profitability may be adversely affected by declines in the volume of securities transactions and in market liquidity. Additionally, our profitability may be adversely affected by losses from the trading or underwriting of securities or failure of third parties to meet commitments. We plan to act as a market maker in publicly traded shares of common stock. In market making transactions, we will undertake the risk of price changes on the stock we hold in positions, or of being unable to resell the shares of common stock we hold, or of being unable to purchase the common stock we have sold but not yet purchased. These risks likely will be heightened by the illiquidity of many of the shares of common stock we trade and/or in which we make a market. Any losses from our trading activities, including as a result of unauthorized trading by our employees, could have a material adverse effect on our business, financial condition, results of operations or cash flows.

Lower securities price levels may also result in a reduced volume of transactions, as well as losses from declines in the market value of common stock held for trading purposes. During periods of declining volume and revenue, our profitability would be adversely affected. Declines in market values of shares of common stock and the failure of issuers and third parties to perform their obligations can result in illiquid markets. We generally maintain trading and investment positions in the equity markets. To the extent that we own assets, i.e., have long positions, a downturn in those markets could result in losses from a decline in the value of such long positions. Conversely, to the extent that we have sold assets that we do not own, i.e., have short positions in any of those markets, an upturn could expose us to potentially unlimited losses as we attempt to cover our short positions by acquiring assets in a rising market. We may, from time to time, have an arbitrage trading strategy consisting of holding a long position in one asset and a short position in another from which we expect to earn revenues based on changes in the relative value of the two assets. If, however, the relative value of the two assets changes in a direction or manner that we did not anticipate or against which we have not hedged, we might realize a loss in those paired positions. In addition, we plan to maintain trading positions that could be adversely affected by the level of volatility in the financial markets, i.e., the degree to which trading prices fluctuate over a particular period or in a particular market, regardless of market levels.

The number and size of the transactions in which we provide services may decline in adverse market or economic conditions, which may adversely affect our revenues, results of operations and stockholders’ equity.

Unfavorable financial or economic conditions may reduce the number and size of the transactions in which we provide underwriting services, merger and acquisition consulting, and other services. We anticipate that our revenues, in the form of financial advisory, placement agent, and underwriting fees, will be directly related to the number and size of the transactions in which we participate and would therefore be adversely affected by a sustained market downturn. Additionally, a downturn in market conditions could lead to a decline in the volume of transactions that we execute for our customers and, therefore, to a decline in the revenues we receive from commissions and spreads. We plan to review customer relationships for impairment whenever events or circumstances indicate that impairment may be present. A significant decrease in revenues or cash flows derived from acquired customer relationships could result in a material, non-cash write-down of customer relationships. Such impairment may have a material adverse impact on our results of operations and stockholders’ equity.

Our business and stock price may be adversely affected if our internal control over financial reporting is not effective.

As a public company, we are required to maintain internal controls over financial reporting and to report any material weaknesses in such internal controls. Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act) requires that we evaluate and determine the effectiveness of our internal controls over financial reporting and provide a management report on the internal controls over financial reporting, which must be attested to by our independent registered public accounting firm.

We have not yet adopted, and are in the process of adopting, various measures that are designed to remediate the material weakness in our internal control over financial reporting. We are developing and implementing new control policies and procedures regarding the international business policies, practices, monitoring and training for each country outside the U.S. in which we do business. These remedial measures are subject to ongoing review by our management, including our Chief Executive Officer and Chief Financial Officer, as well as oversight by our audit committee. Although we plan to complete this remediation process as quickly as possible, the material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. As a result, we cannot, at this time, estimate when such remediation will be completed. We also cannot assure you that significant deficiencies or material weaknesses in our internal control over financial reporting will not exist in the future. Any failure to maintain or implement required new or improved controls, or any difficulties we encounter in their implementation, could result in significant deficiencies or material weaknesses, cause us to fail to timely meet our periodic reporting obligations, or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of periodic management evaluations and annual auditor attestation reports regarding disclosure controls and the effectiveness of our internal control over financial reporting required under Section 404 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder. The existence of a material weakness could result in errors in our financial statements that could result in a restatement of financial statements, cause us to fail to timely meet our reporting obligations and cause investors to lose confidence in our reported financial information, leading to a decline in our stock price.

We will rely on clearing brokers, and unilateral termination of the agreements with these clearing brokers could disrupt our business.

We anticipate that Richfield will be introducing brokerage firms that use third-party clearing brokers to process their securities transactions and maintain customer accounts. The clearing brokers also provide billing services, extend credit and provide for control and receipt, custody and delivery of securities. We realize that we likely will depend on the operational capacity and ability of the clearing brokers for the orderly processing of transactions. In addition, by engaging the processing services of a clearing firm, we anticipate that we will be exempt from some capital reserve requirements and other regulatory requirements imposed by federal and state securities laws. If the clearing agreements are unilaterally terminated for any reason, we would be forced to find alternative clearing firms without adequate time to negotiate the terms of a new clearing agreement and without adequate time to plan for such change. There can be no assurance if there were a unilateral termination of a clearing agreement that we would be able to find an alternative clearing firm on acceptable terms to us or at all. We plan to permit our clients to purchase securities on a margin basis or to sell securities short, which means that the clearing firms likely will extend credit to the client secured by cash and securities in the client’s account. During periods of volatile markets, the value of the collateral held by clearing brokers could fall below the amount borrowed by the client. If margin requirements are not sufficient to cover losses, the clearing brokers sell or buy securities at prevailing market prices, and may incur losses to satisfy client obligations. We likely will be required to agree to indemnify our clearing brokers for losses they incur while extending credit to our clients.

Global economic conditions could harm our business.

Global economic conditions continue to be challenging and unpredictable. Consumer confidence and spending have declined in recent years and the global credit crisis has limited access to capital for many companies and consumers. The global economic downturn could adversely impact our business by causing a decline in demand for our products, particularly if the economic conditions are prolonged or worsen. In addition, poor global economic conditions may adversely impact access to capital for us and our suppliers, may decrease Members’ ability to obtain or maintain credit, and may otherwise adversely impact our operations and overall financial condition.

Our financial condition and results of operations may be adversely affected by the impact of the global outbreak of COVID-19.

Occurrences of epidemics or pandemics, depending on their scale, may cause different degrees of damage to the national and local economies where the Company operates and plans to operate. Global economic conditions may be disrupted by widespread outbreaks of infectious or contagious diseases, and such disruption may adversely affect consumer demand for automobiles and automotive loans. For example, the deadly global outbreak and continuing spread of COVID-19 (also known as the novel coronavirus or coronavirus disease) could have an adverse effect on the value, operating results, and financial condition of our business, as well as our ability to grow the revenue that we seek to generate through our operations. In addition, the impact of COVID-19 is likely to cause substantial changes in consumer behavior and has caused restrictions on business and individual activities, which are likely to lead to reduced economic activity. Extraordinary actions taken by international, federal, state, and local public health and governmental authorities to contain and combat the outbreak and spread of COVID-19 in regions throughout the world, including travel bans, quarantines, “stay-at-home” orders, and similar mandates for many individuals and businesses to substantially restrict daily activities could have an adverse effect on our financial condition and results of operations.

The extent and duration of the economic slowdown attributable to COVID-19, as well as the long-term impact on our business and operations, remain uncertain at this time. A continued significant economic slowdown could have a substantial adverse effect on our financial condition, liquidity, and results of operations. If these conditions persist for an extended term, it could have a material adverse effect on our future revenue and net income.

Unfavorable global economic conditions could adversely affect our business, financial condition, stock price and results of operations.

Our results of operations could be adversely affected by general conditions in the global economy and in the global financial markets. For example, the global financial crisis caused extreme volatility and disruptions in the capital and credit markets. A severe or prolonged economic downturn, such as the 2008 global financial crisis, could resultMalaysia enacted the Financial Services Act 2013 (FSA) and the Islamic Financial Services Act 2013 (IFSA) to enhance financial sector regulation and supervision. While Malaysia does not currently have a formal recovery and resolution framework, BNM and the Malaysia Deposit Insurance Corporation (PIDM) have powers to intervene and undertake recovery and resolution measures. PIDM provides protection to bank deposits and insurance and takaful benefits in the event of a varietylicensed member bank's failure.

BNM also has the responsibility to safeguard the balance of risks to our business, including, weakened demand for our product candidatespayments position and our ability to raise additional capital when neededthe value of Malaysia's currency. The Foreign Exchange Administration Notices issued by BNM specify restrictions on acceptable terms, if at all. As another example, our financial results may be negatively impacted by the recent COVID-19 outbreak. The extentcertain international and duration of such impacts remain largely uncertain and dependent on future developments that cannot be accurately predicted at this time,domestic transactions, such as the severityborrowing or lending of foreign currency and transmission rate of COVID-19, the extentringgit transactions between non-residents or between a resident and effectiveness of containment actions taken and the impact of these and other factors on our operations and the global economy in general. A weak or declining economy could also strain our suppliers, possibly resulting in supply disruption, or cause our customers to delay making payments for our services. If the current equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult, more costly, and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance and stock price and could require us to delay or abandon clinical development plans. In addition, there is a risk that one or more of our current service providers, manufacturers and other partners may not survive such difficult economic times, which could directly affect our ability to attain our operating goals on schedule and on budget. Any of the foregoing could harm our business and we cannot anticipate all of the ways in which the current economic climate and financial market conditions could adversely impact our business. Furthermore, our stock price may decline due in part to the volatility of the stock market and any general economic downturn.

Cybersecurity risks and cyber incidents, including cyber-attacks, could adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information and confidential information in our possession and damage to our business relationships, any of which could negatively impact our business, financial condition and operating results.non-resident.

ThereBanks in Malaysia are required to comply with the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (AMLA). This law makes money laundering and terrorism financing offenses and stipulates measures for their prevention. Reporting institutions, including banks, must take measures to prevent their institutions from being used for money laundering and terrorism financing activities.

E-Wallet

In Malaysia, e-wallet operations are regulated by Bank Negara Malaysia (BNM), the central bank of Malaysia. BNM has been an increaseissued guidelines and regulations to govern e-wallet providers and ensure the safety and integrity of e-wallet services. Here are some key regulations related to e-wallet operations in Malaysia:

Licensing: E-wallet providers must obtain a license from BNM to operate in Malaysia. The license is issued under the frequencyFinancial Services Act 2013 (FSA) or the Islamic Financial Services Act 2013 (IFSA), depending on whether the e-wallet service is conventional or Islamic. The licensing requirements include criteria related to capital, governance, risk management, consumer protection, and sophisticationcompliance with anti-money laundering and counter-terrorism financing regulations.

Capital Requirements: E-wallet providers are required to meet minimum capital requirements specified by BNM. The specific capital requirements may vary depending on the type and scale of the cybere-wallet operations.

Customer Due Diligence (CDD): E-wallet providers must implement robust customer due diligence procedures to verify the identity of their users. This is to prevent money laundering, fraud, and other illicit activities. The CDD requirements include obtaining and verifying customer information, conducting risk assessments, and monitoring transactions for suspicious activities.

Transaction Limits: BNM has set transaction limits for e-wallet accounts to mitigate risks and protect consumers. The limits may vary based on factors such as customer identification, account authentication, and transaction types. E-wallet providers must ensure compliance with these transaction limits.

Security and Risk Management: E-wallet providers are required to implement appropriate security threats we face, with attacks ranging from those commonmeasures and risk management frameworks to businesses generally to those that are more advancedsafeguard customer funds and persistent, which may target us due to our substantial reliance on information technology or otherwise. Cyber-attacksdata. This includes employing encryption, authentication protocols, and other security threats could originatetechnologies to protect against unauthorized access, fraud, and data breaches.

Consumer Protection: E-wallet providers must have mechanisms in place to address customer complaints and disputes. They are also required to provide clear and transparent information to customers regarding fees, terms, and conditions, and any risks associated with e-wallet usage.

Anti-Money Laundering and Counter-Terrorism Financing (AML/CTF): E-wallet providers need to adhere to AML/CTF regulations to prevent their platforms from being misused for illicit activities. This involves implementing policies, procedures, and systems to detect and report suspicious transactions to the relevant authorities.

Interoperability: In an effort to promote interoperability among e-wallet providers, BNM has introduced guidelines to ensure seamless fund transfers between different e-wallet systems. This initiative aims to enhance convenience for users and encourage competition and innovation in the e-wallet industry.

E-Money Issuance: E-wallet providers in Malaysia are considered issuers of electronic money (e-money). As such, they must comply with the regulations governing e-money issuance, including maintaining the necessary reserves, ensuring the fungibility of e-money, and establishing proper redemption mechanisms.

Agent Networks: E-wallet providers often rely on agent networks to facilitate cash-in and cash-out transactions. BNM has established guidelines for managing agent networks, including requirements for due diligence, training, and monitoring of agents to ensure compliance with regulations and mitigate the risks associated with agent-based transactions.

Data Protection and Privacy: E-wallet providers are required to adhere to data protection and privacy laws in Malaysia. They must implement measures to safeguard customer data and ensure that the collection, storage, processing, and sharing of personal information comply with applicable laws and regulations.

Financial Consumer Protection: BNM places a wide varietystrong emphasis on protecting the interests of sources,financial consumers. E-wallet providers are expected to have clear and transparent terms and conditions, provide accurate and timely information to users, and handle customer complaints and disputes effectively. BNM periodically issues guidelines and directives to enhance consumer protection in the e-wallet sector.

Regulatory Sandbox: BNM has introduced a regulatory sandbox framework to facilitate innovation in the financial industry, including cyber criminals, nation state hackers, hacktivistse-wallet services. This allows eligible e-wallet providers to test their innovative products and other outside parties. Asservices in a result ofcontrolled environment with regulatory support and oversight.

Ongoing Supervision and Reporting: E-wallet providers are subject to ongoing supervision by BNM. They are required to submit periodic reports and financial statements to demonstrate compliance with regulatory requirements. BNM conducts regular assessments and audits to ensure that e-wallet providers maintain the generally increasing frequencynecessary standards and sophistication of cyber-attacks,safeguards.

Consumer Protection: E-wallet providers must have mechanisms in place to address customer complaints and our substantial reliance on technology, we may face a heightened risk of a security breach or disruptiondisputes. They are also required to provide clear and transparent information to customers regarding fees, terms, and conditions, and any risks associated with respecte-wallet usage.

Anti-Money Laundering and Counter-Terrorism Financing (AML/CTF): E-wallet providers need to sensitive information resultingadhere to AML/CTF regulations to prevent their platforms from an attack by computer hackers, foreign governments or cyber terrorists.being misused for illicit activities. This involves implementing policies, procedures, and systems to detect and report suspicious transactions to the relevant authorities.

The operationMaterial Regulations and Regulatory Entities that Govern the Digital Banking Activities

BNM issued the Policy Document on the Licensing Framework for Digital Banks in December 2020, marking the beginning of our business is dependentdigital banking in Malaysia. According to BNM, digital banks must comply with the requirements under the Financial Services Act 2013 or Islamic Financial Services Act 2013, including standards on computer hardwareanti-money laundering and software systems,terrorism financing.

AML Challenges in Digital Banking

Digital banking faces several AML challenges due to the increased risk of financial crime and evolving cybercrime techniques. These challenges include:

1. Increased risk of money laundering and terrorist financing:

  The growth of digital payments and banking services has elevated the risk of financial crimes, such as well as data processing systemsmoney laundering and terrorist financing. Criminals may exploit digital channels to launder illicit funds or finance terrorist activities. Financial institutions must be vigilant in detecting and preventing these activities to protect their customers and maintain the secure processing, storagefinancial system's integrity. Robust AML/CFT frameworks and transmissionrisk mitigants are essential to prevent the illicit exploitation of information, which are vulnerable to security breaches and cyber incidents. A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of our information resources. These incidents may be an intentional attack or an unintentional event and could involve gaining unauthorized access to our informationtheir services.

2. Evolving cybercrime techniques:

  As digital banking becomes more popular, financial institutions face escalating threats due to technological developments in cybercrime. Cybercriminals constantly adapt their techniques to exploit vulnerabilities in digital banking systems, making it crucial for purposesfinancial institutions to stay ahead of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption. In addition, wethese threats and our employees mayinvest in advanced cybersecurity measures. Common tactics include phishing, malware attacks, and social engineering, all of which can be the target of fraudulent emails or other targeted attemptsused to gain unauthorized access to proprietarycustomer accounts or other sensitive information. The resultmanipulate transactions. Cybercrime and money laundering are correlated, as the former can be a predicate offence.

3. Expanding volumes of these incidentsdata:

  Financial institutions face challenges in handling the volume and breadth of data associated with AML compliance. Harnessing the value of this data is crucial for identifying and mitigating risks, requiring the adoption of advanced technologies and analytics.

4. Balancing customer experience with compliance:

  Striking the right balance between providing a seamless customer experience and maintaining robust AML/CFT controls is a key challenge in digital banking. While customers expect fast, convenient, and secure access to their accounts and services, financial institutions must also ensure they meet regulatory requirements and mitigate risks associated with money laundering and terrorist financing. To achieve this balance, financial institutions should consider adopting innovative technologies and solutions that enhance their AML/CFT capabilities without compromising the customer experience. This may include disrupted operations, misstated or unreliableusing artificial intelligence, machine learning, and data analytics to identify suspicious activities and patterns more effectively and efficiently. By staying proactive in addressing AML/CFT challenges, digital banks can maintain customer trust and contribute to a safer financial data, fraudulent transfers or requestsecosystem.

Aligning with Malaysia's AML Regulations and International Standards

1.Adhering to BNM's guidelines: 

 BNM is the central authority responsible for transfersissuing AML/CFT regulations in the country. Digital banks must strictly adhere to these guidelines to maintain their license and operate legally. This includes implementing robust AML/CFT frameworks, customer due diligence measures, risk assessments, and ongoing transaction monitoring. By complying with BNM's guidelines, digital banks can contribute to Malaysia's financial system's overall stability and integrity while protecting themselves from legal and reputational risks.

2.Complying with FATF recommendations: 

 The Financial Action Task Force (FATF) is an international organization that sets global standards for combating money laundering, terrorist financing, and other related threats. Digital banks in Malaysia must comply with the FATF's 40 Recommendations, which provide a comprehensive and consistent framework for AML/CFT compliance. By aligning with these recommendations, digital banks can demonstrate their commitment to international best practices, enhancing their credibility and reputation among customers, regulators, and other stakeholders.

3.Supporting global initiatives for AML/CFT: 

 In addition to complying with local and international regulations, digital banks should actively support and participate in global initiatives to combat money laundering and terrorist financing. This may involve collaborating with other financial institutions, regulators, law enforcement agencies, and international organizations to share information, develop best practices, and coordinate efforts to tackle financial crime. By contributing to global AML/CFT initiatives, digital banks can play a vital role in strengthening the resilience of money, liabilitythe global financial system and fostering a safer, more transparent environment for stolen information, increased cybersecurity protectiondigital banking customers.

4.Guidelines on Electronic Know Your Customer (e-KYC): 

BNM has issued guidelines on Electronic Know Your Customer (e-KYC) to facilitate customer onboarding and insurance costs, litigationverification processes for digital financial services.

5.Payment Services Act 2019 (PSA): 

The PSA regulates payment systems and damage to our business relationships, causing our business and results of operations to suffer. Our reliance on information technology is substantial, and accordingly the risks posed to our information systems, both internal and those provided by third-partypayment service providers are critical. We have implemented processes, proceduresin Malaysia. It provides a framework for licensing and internal controls designed to mitigate cybersecurity riskssupervising various payment services, including electronic money and cyber intrusions and rely on industry accepted security measures and technology to securely maintain confidential and proprietary information maintained on our information systems; however, these measures, as well as our increased awareness of the nature and extent of a risk of a cyber-incident, do not guarantee that a cyber-incident will not occur and/or that our financial results, operations or confidential information will not be negatively impacted by such an incident, especially because the cyber-incident techniques change frequently or are not recognized until launched and because cyber-incidents can originate from a wide variety of sources.digital payment services.

Those risks are exacerbated by the rapidly increasing volume of highly sensitive data, including our and our customers’ proprietary business information and intellectual property, and personally identifiable information of our employees and customers, that we collect and store in our data centers and on our networks. The secure processing, maintenance and transmission of this information are critical to our operations. A significant actual or potential theft, loss, corruption, exposure, fraudulent use or misuse of employee, customer or other personally identifiable or our or our customers’ proprietary business data, whether by third parties or as a result of employee malfeasance (or the negligence or malfeasance of third party service providers that have access to such confidential information) or otherwise, non-compliance with our contractual or other legal obligations regarding such data or intellectual property or a violation of our privacy and security policies with respect to such data could result in significant remediation and other costs, fines, litigation or regulatory actions against us and significant reputational harm.

Failure to maintain the security of our information and technology networks or data security breaches could harm our reputation and have a material adverse effect on our results of operations, financial condition and cash flow.

We rely on the reasonably secure processing, storage and transmission of confidential and other sensitive information in our computer systems and networks, and those of our service providers and their vendors. We are subject to various risks and costs associated with the collection, handling, storage and transmission of personally identifiable information and other sensitive information, including those related to compliance with U.S. and foreign data collection and privacy laws and other contractual obligations, as well as those associated with the compromise of our systems processing such information. In the ordinary course of our business, we collect, store a range of data, including our proprietary business information and intellectual property, and personally identifiable information of our employees, our fund investors and other third parties, in our cloud applications and on our networks, as well as our services providers’ systems. The secure processing, maintenance and transmission of this information are critical to our operations. We, our service providers and their vendors face various security threats on a regular basis, including ongoing cybersecurity threats to and attacks on our and their information technology infrastructure that are intended to gain access to our proprietary information, destroy data or disable, degrade or sabotage our systems. Cyber-incident techniques change frequently, may not immediately be recognized and can originate from a wide variety of sources. There has been an increase in the frequency, sophistication and ingenuity of the data security threats we and our service providers face, with attacks ranging from those common to businesses generally to those that are more advanced and persistent. Although we and our services providers take protective measures and endeavor to modify them as circumstances warrant, our computer systems, software and networks may be vulnerable to unauthorized access, theft, misuse, computer viruses or other malicious code, including malware, and other events that could have a security impact. We may be the target of more advanced and persistent attacks because, as an alternative asset manager, we hold a significant amount of confidential and sensitive information about, among other things, our fund investors, portfolio companies and potential investments. We may also be exposed to a more significant risk if these acts are taken by state actors. Any of the above cybersecurity threats, fraudulent activities or security breaches suffered by our service providers and their vendors could also put our confidential and sensitive information at risk or cause the shutdown of a service provider on which we rely. We and our employees have been and expect to continue to be the target of fraudulent calls and emails, the subject of impersonations and fraudulent requests for money, including attempts to redirect material payment amounts in a transaction to a fraudulent bank account, and other forms of spam attacks, phishing or other social engineering, ransomware or other events. Cyber-criminals may attempt to redirect payments made at the closings of our investments to unauthorized accounts, which we or our services providers we retain, such as paying agents and escrow agents, may be unable to detect or protect against. The COVID-19 pandemic has exacerbated these risks due to heavier reliance on online communication and the remote working environment, which may be less secure, and there has been a significant increase in hacking attempts by cyber-criminals. The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by others, including by our service providers. If successful, such attacks and criminal activity could harm our reputation, disrupt our business, cause liability for stolen assets or information and have a material adverse effect on our results of operations, financial condition and cash flow.

We rely heavily on our back office informational technology infrastructure, including our data processing systems, communication lines, and networks. Although we have back-up systems and business-continuation plan in place, our back-up procedures and capabilities in the event of a failure or interruption may not be adequate. Any interruption or failure of our informational technology infrastructure could result in our inability to provide services to our clients, other disruptions of our business, corruption or modifications to our data and fraudulent transfers or requests for transfers of money. Further consequences could include liability for stolen assets or information, increased cybersecurity protection and insurance costs and litigation. We expect that we will need to continue to upgrade and expand our back-up and procedures and capabilities in the future to avoid disruption of, or constraints on, our operations. We may incur significant costs to further upgrade our data processing systems and other operating technology in the future.

Our technology, data and intellectual property and the technology, data and intellectual property of our funds’ portfolio companies are also subject to a heightened risk of theft or compromise to the extent that we and our funds’ portfolio companies engage in operations outside the United States, particularly in those jurisdictions that do not have comparable levels of protection of proprietary information and assets, such as intellectual property, trademarks, trade secrets, know-how and customer information and records. In addition, we and our funds’ portfolio companies may be required to forgo protections or rights to technology, data and intellectual property in order to operate in or access markets in a foreign jurisdiction. Any such direct or indirect loss of rights in these assets could negatively impact us, our funds and their investments.

A significant actual or potential theft, loss, corruption, exposure or fraudulent, unauthorized or accidental use or misuse of investor, employee or other personally identifiable or proprietary business data could occur, as a result of third-party actions, employee malfeasance or otherwise, non-compliance with our contractual or other legal obligations regarding such data or intellectual property or a violation of our privacy and security policies with respect to such data. If such a theft, loss, corruption, use or misuse of data were to occur, it could result in significant remediation and other costs, fines, litigation and regulatory actions against us by (i) the U.S. federal and state governments, (ii) the EU or other jurisdictions, (iii) various regulatory organizations or exchanges and (iv) affected individuals, as well as significant reputational harm.

Cybersecurity has become a top priority for regulators around the world. Many jurisdictions in which we operate have laws and regulations relating to data privacy, cybersecurity and protection of personal information and other sensitive information, including, without limitation the General Data Protection Regulation (Regulation (EU) 2016/679) (the “GDPR”) in the EU and the6.Personal Data Protection Act 2018 in the U.K. (the “U.K. Data Protection Act”), comprehensive privacy laws enacted in California, Colorado and Virginia, the Hong Kong Personal Data (Privacy) Ordinance, the Korean Personal Information Protection Act and related legislation, regulations and orders and the Australian Privacy Act. China and other countries have also passed cybersecurity laws that may impose data sovereignty restrictions and require the localization of certain information. We believe that additional similar laws will be adopted in these and other jurisdictions in the future, further expanding the regulation of data privacy and cybersecurity. Such laws and regulations strengthen the rights of individuals (data subjects), mandate stricter controls over2010 (PDPA): 

The PDPA governs the processing of personal data by both controllers and processors of personalbusinesses, including digital banks. Compliance with data protection regulations is crucial in the digital banking sector.

7.National Cyber Security Policy (NCSP): 

The government's National Cyber Security Policy aims to strengthen the country's cybersecurity framework. Digital banks are expected to adhere to cybersecurity best practices to protect customer data and impose stricter sanctionsmaintain the integrity of financial systems.

Intellectual Property

Presently, we do not possess any intellectual property; however, we recognize its future significance as a pivotal component of our business strategy. While our previous trademark application in Intellectual Property Corporation of Malaysia faced rejection, we are actively pursuing an appeal. Underscoring the critical role of intellectual property in our business strategy and operations, we align with substantial administrative finesindustry standards to protect our proprietary products, technology, and potential claims for damages from data subjects for breachcompetitive advantages through a robust framework. This encompasses the utilization of their rights, amongcontractual provisions, safeguarding trade secrets, and compliance with patents, copyright, and trademark laws in Malaysia, Hong Kong, and other requirements. Somekey jurisdictions including eachwhere we operate. This commitment ensures the resilience and competitiveness of the U.S. states as well as the EU through the GDPR and the U.K. through the U.K. Data Protection Act, have also enacted laws requiring companies to notify individuals of data security breaches involving certain types of personal data, which would require heightened escalation and notification processes with associated response plans. We expect to devote resources to comply with evolving cybersecurity and data privacy regulations and to continually monitor and enhance our information security and data privacy procedures and controls as necessary. We or our fund’s portfolio companies may incur substantial costs to comply with changes in such laws and regulations and may be unable to adapt to such changesbusiness in the necessary timeframe and/or at reasonable cost. Furthermore, if we experienceglobal marketplace, positioning us for sustained growth and success.

License

QR has entered into a cybersecurity incidentwhite-label partnership with MPay, wherein MPay provides the technology and fail to comply with the applicable lawslicenses for payment solutions, while QR acts as a payment system enabler, offering payment infrastructure and regulations, it could result in regulatory investigations and penalties, which could lead to negative publicity and may cause our fund investors and clients to lose confidence in the effectiveness of our security and privacy measures.card processing services for card payment scheme owners.

ITEM 1A.   RISK FACTORS

The materialization of one or more of these risks could impairCompany is exempt from furnishing the quality of our operations, harm our reputation, negatively impact our businesses and limit our abilityinformation mandated by this item due to grow.its classification as a smaller reporting entity.

We rely significantly on the use of information technology, as well as those of our third-party service providers. Our failure or the failure of third-party serviceproviders to protect our website, networks, and systems against cybersecurity incidents, or otherwise to protect our confidential information, could damage our reputation and brand and substantially harm our business, financial condition, and results of operations.

To the extent that our services are web-based, we anticipate that we will collect, process, transmit and store large amounts of data about our customers, employees, vendors and others, including credit card information and personally identifiable information, as well as other confidential and proprietary information. We likely also will employ third-party service providers for a variety of reasons, including storing, processing and transmitting proprietary, personal and confidential information on our behalf. While we plan to rely on solutions licensed from third parties in an effort to securely transmit confidential and sensitive information, advances in computer capabilities, new technological discoveries or other developments may result in the whole or partial failure of this technology to protect this data from being breached or compromised. Similarly, our security measures, and those of our third-party service providers, may not detect or prevent all attempts to hack our systems or those of our third-party service providers. DDoS attacks, viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches or other cybersecurity incidents and similar disruptions that may jeopardize the security of information stored in or transmitted by our website, networks and systems or that we or our third-party service providers otherwise maintain, including payment card systems, may subject us to fines or higher transaction fees or limit or terminate our access to certain payment methods. We and our service providers may not anticipate or prevent all types of attacks until after they have already been launched, and techniques used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against us or our third-party service providers, and we may be unable to implement adequate preventative measures. We may also experience security breaches that may remain undetected for an extended period. In addition, cybersecurity incidents can also occur as a result of non-technical issues, including intentional or inadvertent breaches by our employees or by persons with whom we have commercial relationships.

Breaches of our security measures or those of our third-party service providers or any cybersecurity incident could result in unauthorized access to our website, networks and systems; unauthorized access to and misappropriation of customer and/or employee information, including personally identifiable information, or other confidential or proprietary information of ourselves or third parties; viruses, worms, spyware or other malware being served from our website, networks or systems; deletion or modification of content or the display of unauthorized content on our website; interruption, disruption or malfunction of operations; costs relating to cybersecurity incident remediation, deployment of additional personnel and protection technologies, response to governmental investigations and media inquiries and coverage; engagement of third party experts and consultants; litigation, regulatory action and other potential liabilities. If any of these cybersecurity incidents occur, or there is a public perception that we, or our third-party service providers, have suffered such a breach, our reputation and brand could also be damaged and we could be required to expend significant capital and other resources to alleviate problems caused by such cybersecurity incidents. As a consequence, our business could be materially and adversely affected and we could also be exposed to litigation and regulatory action and possible liability. In addition, any party who is able to illicitly obtain a customer’s password could access the customer’s transaction data or personal information. Any compromise or breach of our security measures, or those of our third-party service providers, could violate applicable privacy, data security and other laws, and cause significant legal and financial exposure, adverse publicity and a loss of confidence in our security measures, which could have an material adverse effect on our business, financial condition, and results of operations. This risk is heightened as governmental authorities throughout the U.S. and around the world devote increasing attention to data privacy and security issues.

While we maintain privacy, data breach and network security liability insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all. Additionally, even though we continue to devote resources to monitor and update our systems and implement information security measures to protect our systems, there can be No assurance that any controls and procedures we have in place will be sufficient to protect us from future cybersecurity incidents. Failure by us or our vendors to comply with data security requirements, including (if applicable) the California Consumer Privacy Act’s (“CCPA”) new “reasonable security” requirement in light of the private right of action, or rectify a security issue may result in class action litigation, fines and the imposition of restrictions on our ability to accept payment cards, which could adversely affect our operations. As cyber threats are continually evolving, our controls and procedures may become inadequate and we may be required to devote additional resources to modify or enhance our systems in the future. As a result, we may face interruptions to our systems, reputational damage, claims under privacy and data protection laws and regulations, customer dissatisfaction, legal liability, enforcement actions or additional costs, any and all of which could adversely affect our business, financial condition, and results of operations. In addition, although we seek to detect and investigate data security incidents, security breaches and other incidents of unauthorized access to our information technology systems and data can be difficult to detect and any delay in identifying such breaches or incidents may lead to increased harm and legal exposure of the type described above.

Environmental, social and governance matters may impact our business and reputation.

Increasingly, in addition to the importance of their financial performance, companies are being judged by their performance on a variety of environmental, social and governance (“ESG”) matters, which are considered to contribute to the long-term sustainability of companies’ performance.

A variety of organizations measure the performance of companies on ESG topics, and the results of these assessments are widely publicized. In addition, investment in funds that specialize in companies that perform well in such assessments are increasingly popular, and major institutional investors have publicly emphasized the importance of ESG measures to their investment decisions. Topics taken into account in such assessments include, among others, companies’ efforts and impacts on climate change and human rights, ethics and compliance with law, diversity and the role of companies’ board of directors in supervising various sustainability issues.

ESG goals and values are embedded in our core mission and vision, and we actively take into consideration their expected impact on the sustainability of our business over time and the potential impact of our business on society and the environment, including offsetting or reducing carbon emissions and sound pollution from launches. However, in light of investors’ increased focus on ESG matters, there can be no certainty that we will manage such issues successfully, or that we will successfully meet society’s expectations as to our proper role. This could lead to risk of litigation or reputational damage relating to our ESG policies or performance.

Further, our emphasis on ESG issues may not maximize short-term financial results and may yield financial results that conflict with the market’s expectations. We have and may in the future make business decisions that may reduce our short-term financial results if we believe that the decisions are consistent with our ESG goals, which we believe will improve our financial results over the long-term. These decisions may not be consistent with the short-term expectations of our stockholders and may not produce the long-term benefits that we expect, in which case our business, financial condition, and operating results could be harmed.

Risks Relating to Our Business and Industry

Adverse results of litigation and potential securities law liability would result in financial losses and divert management’s attention from our business.

Many aspects of our business involve substantial risks of liability. There is a risk of litigation and arbitration within the securities industry, including class action suits seeking substantial damages. We may be subject to actual and potential claims by dissatisfied customers, including claims alleging they were damaged by improper sales practices such as unauthorized trading, sale of unsuitable securities, use of false or misleading statements in the sale of securities, mismanagement and breach of fiduciary duty. We may be liable for the unauthorized acts of our retail brokers if we fail to adequately supervise their conduct. As an underwriter, we may be subject to substantial potential liability under federal and state laws and court decisions, including liability for material misstatements and omissions in securities offerings. We may be required to contribute to a settlement, defense costs or a final judgment in legal proceedings or arbitrations involving a past underwriting and in actions that may arise in the future. We plan to carry “Errors and Omissions” insurance to protect against such legal actions; however, we anticipate that our policy will be limited in items and amounts covered, and there can be no assurance that it will cover a particular complaint. The adverse resolution of any legal proceeding involving us or our subsidiary could have a material adverse effect on our business, financial condition, results of operations, or cash flows.

We will face significant competition for registered representatives.

We likely will be dependent upon a large number of both independent contractor and employee registered representatives for our retail brokerage business. We anticipate that we will be exposed to the risk that a large group of registered representatives could decide to affiliate with another firm and that we will be unable to recruit suitable replacements. A loss of a large group of our registered representatives could have a material adverse impact on our ability to generate revenue in our retail brokerage business.

A change in the “independent contractor” status of registered representatives would adversely affect us.

Independent contractor registered representatives operate from their own offices and are responsible in large part for the costs and expenses involved in their operations. The enactment of any legislation that would affect the eligibility requirements for independent contractor status could have a significant effect on this business model and lead to additional costs and expenses, which could have a material adverse on our results of operations.

The precautions we plan to take to prevent and detect employee and independent contractor misconduct may not be effective, and we could be exposed to unknown and unmanaged risks or losses. We run the risk that employee and independent contractor misconduct could occur.

Misconduct by employees and independent contractors could include:

These types of misconduct could result in unknown and unmanaged risks or losses to us, including regulatory sanctions and serious harm to our reputation. The precautions we plan to take to prevent and detect these activities may not be effective. If employee and independent contractor misconduct does occur, our business operations could be materially adversely affected.

Internet and internal computer system failures or compromises of our systems or security could damage our reputation and harm our business.

Although we anticipate that a significant portion of our business will conducted using traditional methods of contact and communications such as face-to-face meetings, a portion of our business is conducted through the Internet. We could experience system failures and degradations in the future. We cannot assure you that we will be able to prevent an extended and/or material system failure if any of the following events occur:

Failure to adequately protect the integrity of our computer systems and safeguard the transmission of confidential information could harm our business.

The secure transmission of confidential information over public networks will be a critical element of our operations. We plan to rely on encryption and authentication technology to provide the security and authentication necessary to effect secure transmission of confidential information over the Internet. We do not anticipate that we will have any security breaches in the transmission of confidential information. However, we cannot assure you that advancements in computer capabilities, new discoveries in the field of cryptography or other events or developments will not result in a compromise of the technology or other algorithms used by our vendors and us to protect client transactions and other data. Any compromise of our systems or security could harm our business.

Procedures and requirements of the Patriot Act and similar laws may expose us to significant costs or penalties.

As a financial services firm, we will be subject to laws and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”), that require that we know our customers and monitor transactions for suspicious financial activities. The cost of complying with the Patriot Act and related laws and regulations is significant. We face the risk that our policies, procedures, technology and personnel directed toward complying with the Patriot Act and similar laws and regulations are insufficient and that we could be subject to significant criminal and civil penalties or reputational damage due to noncompliance. Such penalties and subsequent remediation costs could have a material adverse effect on our business, financial condition and results of operations and cash flows.

We have a limited operating history.

We have a limited operating history. Our shareholders should not rely on the past performance of Richfield to predict our future results.

There is no public market for our shares, the offering price in our recent targeted public offering was arbitrarily established, and holders of our shares may not be able to sell the shares at a price that equals or exceeds the offering price.

There is no public market for the shares of our common stock and there can be no assurance that a trading market will develop. There can be no guarantee that the shares of our common stock will be listed for trading on a national securities exchange in the near future. Further, there is no assurance that our shareholders will be able to sell any shares purchased in our prior public offering at prices that equal or exceed the offering price, if at all. You may lose money on any sale.

ITEM 1B.  UNRESOLVED STAFF COMMENTS.

Not applicable to Smaller Reporting Companies.

ITEM 1C. CYBERSECURITY

We have established policies and processes for assessing, identifying, and managing material risk from cybersecurity threats, and have integrated these processes into our overall risk management systems and processes. We routinely assess material risks from cybersecurity threats, including any potential unauthorized occurrence on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein.

We conduct periodic risk assessments to identify cybersecurity threats, as well as assessments in the event of a material change in our business practices that may affect information systems that are vulnerable to such cybersecurity threats. These risk assessments include identification of reasonably foreseeable internal and external risks, the likelihood and potential damage that could result from such risks, and the sufficiency of existing policies, procedures, systems, and safeguards in place to manage such risks.

Following these risk assessments, we re-design, implement, and maintain reasonable safeguards to minimize identified risks; reasonably address any identified gaps in existing safeguards; and regularly monitor the effectiveness of our safeguards. Primary responsibility for assessing, monitoring and managing our cybersecurity risks rests with our designated team of IT professionals that reports to our Board of Directors, to manage the risk assessment and mitigation process. The IT team is tasked with monitoring system performance, identifying potential cybersecurity vulnerabilities, and implementing timely mitigation strategies.

Additionally, we work closely with the Chief Technology Officer of our subsidiary QR to oversee all aspects of cybersecurity risk management for the QRPay system.

We engage consultants, or other third parties in connection with our risk assessment processes. These service providers assist us to design and implement our cybersecurity policies and procedures, as well as to monitor and test our safeguards. We require each third-party service provider to certify that it has the ability to implement and maintain appropriate security measures, consistent with all applicable laws, to implement and maintain reasonable security measures in connection with their work with us, and to promptly report any suspected breach of its security measures that may affect our company.

We have not encountered cybersecurity challenges that have materially impaired our operations or financial standing.

Governance

Our board of directors addresses the Company’s cybersecurity risk management as part of its general oversight function. The board of directors’ audit committee is responsible for overseeing Company’s cybersecurity risk management processes, including oversight and mitigation of risks from cybersecurity threats.

Our cybersecurity risk assessment and management processes are implemented and maintained by certain Company management, including the information technology team at the direction of our Board of Directors. Our executive team including our Chief Executive Officer, and Chief Financial Officer are responsible for hiring appropriate personnel, helping to integrate cybersecurity risk considerations into the Company’s overall risk management strategy, and communicating key priorities to relevant personnel. This executive team is responsible for approving budgets, helping prepare for cybersecurity incidents, approving cybersecurity processes, and reviewing security assessments and other security-related reports.

ITEM 2.  PROPERTIES.

The Company’s principal executive offices are located at 100 N. Barranca St. #1000, West Covina, CA. 91791. 

55-6, The officesBoulevard Office, Lingkaran Syed Putra, Mid Valley City, 59200, Kuala Lumpur, Malaysia. We signed a total of four written leases, which included one lease for the Company’s headquarters and three leases for its subsidiaries. On April 22, 2021, the Company and the JKC Resources Sdn. Bhd. signed the lease contract for its headquarter office spaces of consist of approximately 2002,000 square feet of office space. Our officers have provided office spaceThe initial term of the lease for freeour headquarters was from July 1, 2018 to June 30, 2023, with an extension to June 30, 2024. The address of each of the subsidiaries, except for the mean time and have yet to reach a formal lease agreement with any ofHong Kong subsidiaries, is C/O the officers as ofCompany at the date of filing. We believe that this space is adequate for our current needs.address listed above.

Richfield Orion’s offices are located at 757 Maleta Lane, Suite 202, Castle Rock, CO 80108. We believe that this space is adequate for Richfield Orion’s current needs.

ITEM 3.  LEGAL PROCEEDINGS.

From time to time, claims may be made against us in the ordinary course of business, which could result in litigation. Claims and associated litigation are subject to inherent uncertainties and unfavorable outcomes could occur, such as monetary damages, fines, penalties, or injunctions prohibiting us from selling one or more products or engaging in other activities. The occurrence of an unfavorable outcome in any specific period could have a material adverse effect on our results of operations for that period or future periods.

However, as of the date of this Annual Report, neither the Company nor any of our subsidiaries were a party to, nor are any of our property subject to, any legal proceedings which require disclosure pursuant to this item.

ITEM 4.  MINE SAFETY DISCLOSURES.

Not applicable.

PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

MARKET PRICES AND DIVIDEND DATA

Market Information

As of the date of this Report, there was no established public trading market for the Company’s common stock, and a regular trading market may not develop, or if developed, may not be sustained. As such, Stockholders may have difficulty reselling their securities should they desire to do so when eligible for public resale. The Company plans to work with a market maker and other professionals with a view to having the Company’s common stock accepted for trading on the OTC Markets and eventually a national market such as the Nasdaq or NYSE when Management deems it to be advisable and in the best interest of the Company and its shareholders.

Shareholders

As of March 29, 2022,April 3, 2024, the Company had 819 shareholders of record.

Dividends

The Company has not declared any cash dividends on its common stock since inception and does not anticipate paying such dividends in the foreseeable future. Any decisions as to future payments of dividends will depend on the Company’s earnings and financial position and such other facts, as the Board of Directors deems relevant.

Director Independence

As of the date of this Annual Report, we were not required by any outside organization (such as a stock exchange or trading facility) to have independent directors.

Securities Authorized for Issuance under Equity Compensation Plans

None.

Recent Sales of Unregistered Securities

In February 2020,Sale of shares

On August 30, 2023, the Company entered into stock subscription agreements with an individual investor, pursuant to which the Company would issue 43,000 shares of common stock, $10.00 per share, for a total consideration of $430,000. The funds were received in October 2023, and the 430,000 shares of common stock were issued accordingly.

On December 27, the Company entered into stock subscription agreements with two individual investors pursuant to which the Company issued 100,000,000a total of 10,000 shares of common stock, $9.00 per share, for total consideration of $90,000.

On February 27, 2024, the Company entered into a stock subscription agreement with an individual investor pursuant to eachwhich the Company issued a total of Dr. Chin, Dr. Strattner, and Ms. Gu in connection with the formation and structuring20,000 shares of the Company.common stock, $9.00 per share, for total consideration of $180,000.

The issuanceissuances and sales of the shares to the officers ofshareholders in the Company wastransactions listed above were made in reliance on the private offering exemption of Section 4(a)(2) of the Securities Act and/orand the private offering safe harbor provisions of Rule 506 of Regulation Drules and regulations promulgated thereunder, based on the following factors: (i) the number of offerees or purchasers, as applicable,applicable; (ii) the absence of general solicitation,solicitation; (iii) investment representations obtained from the investors,investors; (iv) the provision of appropriate disclosure,disclosure; and (v) the placement of restrictive legends on the certificates reflecting the securities.

Broad Capital

On July 12, 2022, the Company entered into a Going Public Consultant Agreement (the “Consulting Agreement”) with Broad Capital Assets Management Ltd. (“Broad Capital”), an unrelated third party and a company incorporated in the State of New York, pursuant to which the Company agreed to issue a total of 12% of its issued and outstanding common stocks, as well as up to 8,160,000 additional shares (the “Future Allocation Shares”) of its common stock to Broad Capital or its assignees for services to be provided in connection with a transaction relating to QMIS Finance Securities Corp. (“QMIS Finance”), an entity of which Dr. Chin is also a director and majority shareholder.

Pursuant to the Consulting Agreement, the Company had agreed to issue a total of 36,360,012 shares of the Company’s common stock to Broad Capital’s assignees, which shares were eventually issued in November 2023, and which were allocated between two entities which are Broad Capital’s assignees as follows: 14,544,005 shares to Hong Kong Kazi International Group Co. Limited (“Kazi”), and 21,816,007 shares to Hong Kong Hanxin Holdings Limited (“Hanxin”).

Subsequently, following discussions and negotiations, the Company and Broad Capital have acknowledged and agreed that the services stipulated under the Consulting Agreement had not been provided to the satisfaction of the Company as of the date the shares were issued to Kazi and Hanxin.  As such, after friendly and constructive discussions, the Company and Broad Capital, along with Kazi and Hanxin, mutually agreed to terminate the Consulting Agreement and the related issuance of shares due to the unsatisfactory provision of the agreed services.

On January 5, 2024, Hong Kong Kazi International Group Co. Limited agreed to cancel the 14,544,005 shares issued to it, and Hong Kong Hanxin Holdings limited agreed to cancel the 21,816,007 shares issued to it. On February 6, 2024, the Company cancelled the 36,360,012 shares issued to Kazi and Hanxin.

Since the Future Allocation Shares compensate for the services provided to QMIS Finance, which is not a subsidiary of the Company, the Company, Broad Capital, and Dr. Chin entered in a Replacement Agreement on March 14, 2024. Pursuant to the Replacement Agreement, the parties further acknowledged and agreed that Dr. Chin had previously transferred 1,000,000 shares of common stock of QMIS Finance (the “QFS Shares”) to Broad Capital and its assignees, and that on November 9, 2023, Dr. Chin transferred 2,000,000 shares of QMIS TBS common stock from his personal holdings to YiKim International Limited (the “YiKim Shares”), another assignee of Broad Capital. In the Replacement Agreement, Broad Capital has agreed to substitute 3,000,00 shares previously sent by Dr. Chin, consisting of 1,000,000 shares of QMIS Finance common stock, and 2,000,000 shares of the Company’s common stock, for 3,000,000 of the Future Allocation Shares. Broad Capital also agreed to accept 5,160,000 additional shares of QMIS

Purchases of Equity Securities by the Company and Affiliated Purchasers

During the fourth quarter of 2021,2023, there were no purchases of the Company’s equity securities by the Company or affiliated purchaserspurchasers.

ITEM 6. [RESERVED].

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

There areThe following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto included elsewhere in this ReportAnnual Report. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are not historical facts. These "forward-looking statements" can beoften identified by use of terminology such as "believe," "hope," "may," "anticipate," "should," "intend," "plan," "will," "expect," "estimate," "project," "positioned," "strategy"words like believe, expect, estimate, anticipate, intend, project and similar expressions.expressions, or words which, by their nature, refer to future events. You should be aware thatnot place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that are beyondcould cause actual results to differ materially from our control. For a discussion of these risks, you should read this entire Report carefully, especiallypredictions including those set forth under the risks discussed underheading "Risk Factors." Although management believes that the assumptions underlying the forward-looking statements includedFactors" and elsewhere in this Report are reasonable, they do not guarantee our future performance, andAnnual Report. Our actual results and the timing of selected events discussed below could differ materially from those contemplatedexpressed in, or implied by, these forward-looking statements.

The assumptions used for purposesfollowing discussion highlights the results of operations of the forward-lookingCompany and subsidiaries and the principal factors that have affected our financial condition as well as our liquidity and capital resources for the periods described and provides information that management believes is relevant for an assessment and understanding of the statements specified in theof financial condition and results of operations presented herein. The following information represent estimates of future eventsdiscussion and analysis 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 expressedbased 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-lookingCompany’s audited financial statements contained in this Current Report, willwhich we have prepared in fact transpire.accordance with United States generally accepted accounting principles. You are cautioned not to place undue reliance on these forward-lookingshould read this discussion and analysis together with such financial statements which speak onlyand the related notes thereto.

Basis of Presentation

The share exchanges were treated as a capitalization between entities under common control, with Dr. Chin holding the position of a controlling shareholder in both the Company and QSC before and after the transaction. The consolidation of the Company and its subsidiary was accounted for at historical cost, and the consolidated financial statements were prepared as if the transaction had become effective as of their dates. We expressly disclaim any obligation or intention to update or revise any forward-looking statements.the beginning of the earliest period presented.

The audited financial statements for our fiscal years ended December 31, 2023 and 2022, include a summary of our significant accounting policies and should be read in conjunction with the discussion below. In the opinion of management, all material adjustments necessary to present fairly the results of operations for such periods have been included in these audited financial statements. All such adjustments are of a normal recurring nature.

Corporate History and Background

Organization

QMIS TBS Capital Group Corp. (“we”, a Delaware corporation (the “Company”“our,” “us,” “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.

TheOn February 13, 2023, the Company is authorized to issue 750,000,000entered into certain share exchange agreements (the “Share Exchange Agreements”) with the shareholders of all 1,000,100 outstanding shares of common stock par value $0.0001 per share,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 10,000,000Chin Hua Fung, Dr. Chin’s son.

Pursuant to the Share Exchange Agreements, Dr. Chin exchanged 700,070 shares of preferredQSC common stock par value $0.0001 per share.for 700,070 shares of the Company’s common stock. Dr. 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.

Overview

The current structure and operations of the Company 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.

For the purposes of this Annual Report, 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”), and 

·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.

The Company owns 100% of QSC, which owns:

·100% of QTBS; 

·100% of QFL; 

·99.9% of QCV; 

·70% of QWT; 

·20% of QBT; and 

·20% of 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 Southeast 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 follows:

·Management and Strategy Consulting; 

·Corporate Advisory; 

·Market Research and Survey; and 

·Business Incubation. 

QMIS Finance Limited (“QFL”)

QFL is an Investment Holding Company and had two subsidiaries as of December 31, 2023:

·QIB, wholly owned; and 

·QR, majority owned.   

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 (LFSA), 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, initial public offering, 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 Annual Report, QFL, QTBS and QSC were working together to provide consultant services, while QR was incorporatedengaged in the business of electronic payment solution. The other companies, QCV, QWT, QBT and QGE were not engaged in business as of the date of this Annual Report.

Key Factors Affecting Our Results of Operations

Our results of operations have been and will continue to be affected by Dr. Timo Strattner,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.

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 initial officerbusiness goals and Director.  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 consulting firm. Firms that build strong relationships with our clients are more likely to receive repeat business planand 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 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 to ensure the security and privacy of your customers’ personal and financial information.

As of the date of this Annual 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 EMI license, which is regulated by 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.

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 to 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.

Regional Market Expanding

The 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 an LFSA-licensed investment bank in Malaysia requires strict adherence to the regulations and guidelines set by the LFSA 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 (the “Labuan 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, QIB must comply with the licensing requirements set by the LFSA. 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 LFSA, 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 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

LFSA-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

Investment banks that fail to keep up with technology advancements may find themselves at a disadvantage compared to their competitors, while those that embrace new technologies may reap significant benefits in terms of efficiency and profitability.

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

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 COVID-19 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.

Geopolitical Conditions

In February 2022, Russia initiated significant military action against Ukraine. In response, the U.S. and certain other countries imposed significant sanctions and export controls against Russia, Belarus and certain individuals and entities connected to Russian or Belarusian political, business, and financial organizations, and the U.S. and certain other countries could impose further sanctions, trade restrictions and other retaliatory actions should the conflict continue or worsen. It is not possible to predict the broader consequences of these conflicts, including related geopolitical tensions, and the measures and retaliatory actions taken by the U.S. and other countries in respect thereof as well as whether any counter measures or retaliatory actions in response, including, for example, potential cyberattacks or the disruption of energy exports, are likely to cause regional instability and geopolitical shifts, which could materially adversely affect global trade, currency exchange rates, regional economies and the global economy. These situations remain uncertain, and while it is difficult to predict the impact of any of the foregoing, the conflicts and actions taken in response to these conflicts could increase our costs, reduce our sales and earnings, impair our ability to raise additional capital when needed on acceptable terms, if at all, or otherwise adversely affect our business, financial condition, and results of operations.

In addition, while we do not have any operations in the Middle East nor Africa, geopolitical tensions and ongoing conflicts in these regions, particularly between Israel and Palestine as well as within Sudan, may lead to further global economic instability and fluctuating energy prices that could materially affect our business. It is not possible to predict the broader consequences of these conflicts, including related geopolitical tensions, and the measures and actions taken by other countries in respect thereof, which could materially adversely affect global trade, currency exchange rates, regional economies and the global economy. While it is difficult to predict the impact of any of the foregoing, these conflicts may increase our costs, disrupt our supply chain, reduce our sales and earnings, impair our ability to raise additional capital when needed on acceptable terms, if at all, or otherwise adversely affect our business, financial condition and results of operations.

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.

The consulting services are generally provided over a period of several months, and QSC, QFL, and QTBS perform the services specified in the contracts with clients. QSC, QFL, and QTBS monitor the progress of the consulting projects on an ongoing basis to ensure that they are on track to meet the obligations under the contracts. If QSC, QFL, and QTBS determine that they will not be able to meet the requirements of a contract, QSC, QFL, and QTBS will take the necessary steps to renegotiate the terms of the contract with the client or make other arrangements to ensure that they can meet the 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 to customers. In addition, other costs directly involved in the delivery of services and products to customers, such as outside consulting, legal services, and supporting overhead costs, are included in the costs of revenue.

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.

Financial Overview

For the twelve months ended December 31, 2023 and 2022, we generated revenues of $2,487,531 and $1,261,771, respectively, and reported net losses of $1,027,158 and $2,248,932 respectively, with cash inflow from operating activities of $108,195 compared to cash used in operating activities of $1,707,595, respectively. As noted in our audited consolidated financial statements, as of December 31, 2023, we had an accumulated deficit of $4,043,012.

Results of Operations for the Year Ended December 31, 2023, Compared to the Year Ended December 31, 2022.

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

This reduction in net loss by $1,221,774, or 54.3%, is attributed to a combination of increased revenue and decreased cost of revenue. Specifically, our revenue saw a substantial increase of $1,225,760, or 97.1%, from $1,261,771 in 2022 to $2,487,531 in 2023.

Revenues

Our different revenue sources for the years ended December 31, 2023 and 2022, were as follows:

During the fiscal year ended December 31, 2023, the Company’s total revenues increased by $1,225,760, or 97%, to $2,487,531, compared to $1,261,771 in the prior year. This growth is primarily due to a significant increase in our consultant services, which constitute the bulk of our revenue.

Consultant services: In the twelve months ended December 31, 2023, revenue from consultant services amounted to $2,395,944, accounting for 96% of our total revenue. This represents an increase from $1,154,912 in 2022, accounting for 92% of that year’s total revenue. The significant surge of $1,241,032 or a 108% increase in revenue in 2023 was primarily driven by increased demand for our consultancy activities, indicating a recovery in our consultancy activities.

Software Development & Maintenance (Related Parties): Revenue from software development and maintenance services provided to related parties decreased by 20.7% to $84,692, primarily due to the decrease in sale of software development services. In the previous year, this segment had contributed $106,859, which was 8.5% of the total revenue.

Software Development & Maintenance: A new addition to our revenue streams was the introduction of software development and maintenance services, generating $6,895, which is 0.3% of our total revenue.

Cost of Sales

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

During the twelve months ended December 31, 2023, our total cost of revenue was notably reduced by $467,511, representing a 29% decrease to $1,136,502 from $1,604,013 in 2022. This significant reduction in costs has been a critical factor in improving our gross profit margin.

The cost associated with consultant services amounted to $1,101,857, accounting for 97% of the total cost of revenue in 2023. In comparison, for the corresponding period in 2022, the cost of consultant services was $1,529,693, representing 95% of the total cost of sales. The decreased costs of $427,836 was primarily due to the decrease in outside consulting services fees.

The cost of providing software development and maintenance services to related parties also saw a decrease of 53.4%, with costs amounting to $34,645, down from $74,320 in the prior year, in light of the decrease in sale.

Gross Profit

The following table sets forth the breakdown of our total gross profit for the years ended December 31, 2023 and 2022:

Our gross profit increased by $1,693,271 or an increase of 495% to $1,351,029 in the twelve months ended December 31, 2023, from a net deficit of $342,242 in the twelve months ended December 31, 2022, primarily due to the increases of $1,668,868 in gross profit from consultant services, as a result of recovery of our consultancy activities.

Operating Expenses

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

General and Administrative Expenses

Our general and administrative expenses primarily consist of professional fees, office expenses, employee salaries and welfare, rental expenses, travel and lodging, and management fees.

The total general and administrative expenses for the twelve months ended December 31, 2023, amounted to $1,629,981, which represents a marginal decrease of $23,487 or 1% compared to the $1,653,468 incurred in the twelve months ended December 31, 2022.

(i)Management Fees-Related Party: We reduced these expenses by 31.8%, bringing the amount down to $675,679, as we needed less business advice and administrative services from the related party in for the twelve months ended December 31, 2023. 

(ii)Consultant Fees: A notable decrease in consultant fees by 82.8%, which is attributed to the one-time costs associated with the establishment and development of QIB. 

(iii)Management fees paid to a former subsidiary then to-be-acquired reduced by $45,000 as we terminated the acquisition in November 2022. 

(iv)Offset by increase of Professional fees by $382,987 or 171%. The significant increase in professional fees is mainly attributable to our effort to become publicly traded on a national exchange, involving legal and financial advisory services. 

As a percentage of revenues, general and administrative expenses were 66% and 131% of our revenues for the twelve months ended December 31, 2023 and 2022, respectively.

Other Income (Expenses), Net

The following table sets forth the breakdown of our total other income (expenses) for the years ended December 31, 2023 and 2022:

Our other income (expenses) primarily consists of interest income generated from bank deposits and gains and losses on foreign currency transactions. Net interest income increased by $540 to $642 during the twelve months ended December 31, 2023. Additionally, during the same period, we experienced a reversal in foreign currency transactions, incurring a net loss of $895, compared to the net gain of $6,317 we recorded in 2022, underscoring the volatility of currency exchange rates. Total other income for the period decreased by 100% to $0, compared to $10,000 in the previous year.

Income Tax Expense

Our income tax expense was $747,953 in the twelve months ended December 31, 2023, compared to $249,641 in the same period of 2022, representing increased by $498,312 or 200%. This change is mainly attributable to the interest, surcharge and provision of 2023 that QTBS recorded as income tax expenses for the year ended December 31, 2023, following a notice from the local tax authority.

Net Income (Loss)

As a result of the foregoing, we reported a net loss of $1,027,158 for the year ended December 31, 2023, representing a substantial decrease of $1,221,774, or 54%, compared to the net loss of $2,248,932 reported for the year ended December 31, 2022.

Net Loss Attributable to Non-controlling Interest

As referenced in the discussion of our company structure, we have non-controlling interest in our equity, meaning the portion of the equity in the subsidiaries of the Company at the time of formation initially was two-pronged: first, to raise initial capital to acquire a US-based registered broker dealer firm; and second, to work with foreign businesses to help provide accessnot attributable, directly or indirectly to the US capital markets, either through business combination transactions, assistance with US-based securities offerings,Company. Accordingly, we recorded net income attributable to non-controlling interest increased by $25,265 or other transactions structures.  Dr. Strattner has worked112% from a net loss attributable to non-controlling interest of $22,647 in the financial markets as an asset and fund manager, sales trader in equity and derivatives, and asfiscal year 2022 to a securities analyst. He also has served in various interim executive roles with international exposure as turnaround and growth specialist. Dr. Strattner brought his connectionsnet income attributable to marketsnon-controlling interest of $2,618 in the UK and Hong Kong to the Company, as well as his background in equities and derivatives trading.fiscal year 2023.

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

In connection with Dr. Chin’s appointment as Chief Executive Officer and DirectorAs a result of the Company, the Company’s name was changedforegoing, we reported a net loss attributable to QMIS TBS Capital Group Corp. on February 10, 2020.  The Company operates through its subsidiary inof $1,029,776 for the financial services industry.fiscal year ended December 31, 2023, representing a $1,196,509 or 54% decrease from a net loss of $2,226,285 for the fiscal year ended December 31, 2022.

The Company has one subsidiary: Richfield Orion International, Incorporated.

Richfield Orion International, Inc.

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

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

Until such FINRA approval has been obtained, the Company and Richfield have executed a form of Management/Operations Development Consultation Agreement (the “Management Agreement”), discussed in more detail above.Capital Resources

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

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

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

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

Through our operation of Richfield, we will be subject to the SEC’s Uniform Net Capital Rule (Rule 15c3-1), which, among other things, requires the maintenance of minimum net capital.  Richfield Orion International Inc is subject to the SEC’s Uniform Net Capital Rule (Rule 15c3-1), which, among other things, requires the maintenance of minimum net capital. At December 31, 2021, Richfield2023, we had net capital of $76,396, which was $71,396,$1,121,580 in excess of its required net capital of $5,000.

Going Concern

The accompanying financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception and had accumulated a deficit of $541,540cash as compared to $187,437 as of December 31, 2021.  The Company requires2022. We also had $167,344 in project advance primarily for a digital platform and $48,337 in prepaid expenses as of December 31, 2023.

As of December 31, 2023, our working capital for its contemplated operationaldeficit was $2,095,110. In assessing our liquidity, management monitors and marketing activities.  The Company'sanalyzes our cash, our ability to raisegenerate 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 not be sufficient to meet our working capital needs in the next 12 months from the date the audited financial statements were issued. Our future capital needs are expected to vary, influenced by the outcomes of our business activities and software development expenditure.

In order to continue as a going concern, the Company will need to secure additional capital through the future issuances of common stockresources. Management’s plan is unknown.  The obtainment of additional financing, the successful development of the Company's contemplated plan of operations,to obtain such resources by obtaining capital from directors/shareholders sufficient to meet its minimal operating expenses and its transition, ultimately, to the attainment of profitable operations are necessary forseeking third-party equity and/or debt financing. However, it should be noted that management cannot provide any assurance that the Company to continue operations.  Thewill be successful in accomplishing any of its plans. These financial statements of the Company do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that may result frommight be necessary should the outcome of these aforementioned uncertainties.  Our net operating losses increase the difficulty in meeting such goals and there canCompany be no assurances that such methods will prove successful.  Our financial statements contain additional note disclosures describing the management's assessment of our abilityunable to continue as a going concern.

ResultsThe following table sets forth summary of Operations

Year Endedour cash flows as of December 31, 20212023 and 2020.2022:

Operating Activities

For the yeartwelve months ended December 31, 2021, we did not generate any revenue,2023, the same asnet cash provided by operating activities amounted to $108,195. This performance can be primarily attributed to the following factors:

·A net loss of $1,027,158, for the yeartwelve months ended December 31, 2020. The Company had2023. 

·An increase in accrued expenses by $222,296, as the accrued professional fees increased, 

·An increase in taxes payable by $672,231, as the penalty and interest of income tax incurred in the current period, 

·A substantial increase in deferred revenue of $448,551, as we received upfront payment for service to-be provided in 2024. 

·Partially offset by an increase in prepaid expenses of $48,361, as we paid in advance of a service not generated any revenue since its inception on November 21, 2019.delivered yet. 

·Partially offset by an advance for a project of $167,344, paid pursuant to the Software License Agreement. 

For the year ended December 31, 2021, we had general and administrative expenses of $335,135, an increase of $129,154, or 63%, compared to $205,981 for the year ended December 31, 2020. The general and administrative expenses included directors’ fees, management fees, professional fees, and other general and administrative expenses. The increase in general and administrative expenses primarily attributed to (i) the increase of professional services of $77,635, related to the SEC filings; (ii) the increase in management fees of $65,000 for managing the business operations of Richfield; offset by (iii) the decrease in the directors’ fees of $30,000.

During the year ended December 31, 2021, the Company incurred a net loss of $335,135, compared to a net loss of $205,981 during the year ended December 31, 2020. The increase of $129,154 in net loss was primarily due to the reasons explained above.

Liquidity and Capital Resources

As of December 31, 2021 and December 31, 2020, we had a cash balance of $0, as the Company does not keep a bank account and the major shareholder funds the Company’s operations.

Operating Activities

Our primary uses of cash have been for operating activities. Net cash used in operating activities was $286,700$1,702,724 for the yeartwelve months ended December 31, 2021, as compared to $40,9582022, primarily consisting of the following:

·A net loss of $2,248,932 for the yeartwelve months ended December 31, 2020.  The2022. 

·Offset by an increase of cash outflow$225,930 in accounts receivable, mainly because the Company subsequently received a payment of $245,742$240,178 for an account receivable recorded in operating activities was primarily attributable to theDecember 2021. 

·Offset by an increase of $129,154$267,574 in taxes payment, as the operating loss, and the decreaseCompany recorded income tax expense for prior periods in cash inflow of $86,588 on accrued expenses, and the decrease in cash inflow of $30,000 on stock compensation expenses.2022. 

·Offset by a decrease of prepaid expenses of $51,359. 

Investing Activities

The Company neither generated nor used cash in investing activitiescompany spent a modest amount on the purchase of equipment, totaling $1,198 during the year ended December 31, 2021, compared to a cash outflow of $25,0002023, while such purchase amount was $352 in the year ended December 31, 2020, which2022.

Financing Activities

There was paida substantial net inflow of $860,061 from financing activities, driven by shareholder capital contributions amounting to $654,750 and proceeds from related parties amounting to $205,311. There were no repayments to related parties in 2023, in contrast to the shareholder of Richfield as an initial depositsignificant outflows for acquisition agreement.

Financing Activitiesrepayments in 2022.

Net cash provided by financing activities was $286,700amounted to $439,923 for the year ended December 31, 2021, compared2022, primarily consisting of proceeds from capital contribution of $999,975 and proceeds from related party loans of $480,882, offset by repayment of related party loans of $1,040,934.

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 $65,958 as5 years. The Company has elected not to recognize lease assets and liabilities for leases with an initial term of 12 months or less.

As of December 31, 2020.  The increase in cash inflow was primarily attributable to more loans from our principal executive officer to pay2023, future minimum lease payments under the expenses relating to the SEC filings.non-cancellable lease agreements were as follows:

In the short term, we needed more capital infusions from our officer to pay the expenses relating to the operating activities. The Company cannot make any guarantee that it will be successful in obtaining funding from any sources or any additional financing or that the terms will be favorable to the Company.

The following trends are reasonably likely to result in a material decrease in our liquidity over the near term: