UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C., 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~May 295, 2024

QMIS TBS CAPITAL GROUP CORP.

(Exact name of registrant as specified in charter)

Delaware

333-238872

32-0619708

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

55-6, The Boulevard Office,

Lingkaran Syed Putra, Mid Valley City,

59200, Kuala Lumpur, Malaysia

(Address of principal executive offices) (Zip Code)

+(60)3 2282 6066

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Not Applicable	Not Applicable	Not Applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mart 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. ☐

Item 5.~~03Amendments~~02 toDeparture ~~Articles~~ of ~~Incorporation~~Directors or ~~Bylaws~~Certain Officers; ~~Change~~Election inof ~~Fiscal~~Directors; ~~Year.~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~Item~~On May 5~~.07~~, ~~Submission~~2024, the board of ~~Matters~~directors to(the “Board”) of QMIS TBS Capital Group Corp., a ~~Vote~~Delaware corporation (the “Company”) , appointed four additional members of ~~Security~~the ~~Holders~~Board: Dr. Hj Mazlan Bin Ahmad; Lee Chang Yee; Wei Chen, Jerry; and Lim Bing Khim, effective as of that date.

~~Certificate~~Dr. Mazlan, 55, has served on the Operation Review Panel with the Malaysian Anti-Corruption Commission since April 2020, and currently serves as the Executive Chairman of ~~Amendment~~Finterra Technologies, Sdn Bhd, Kuala Lumpur, a position he has held since October 2017. Dr. Mazlan has served as Senior Vice President and Head of Group Enterprise Governance at RHB Banking Group from April 2014 to ~~Certificate~~October 2015, before which he served as Deputy Director in the Financial Intelligence and Enforcement Department of ~~Incorporation~~Bank Negara Malaysia (Central Bank of Malaysia) from November 2008 to March 2014. Dr. Mazlan has a Bachelor Degree in Accounting from the International Islamic University Malaysia, a Master of Business Administration - Entrepreneurship/Entrepreneurial Studies in 2017 from the University International of Georgia, and a Doctorate in Business Admins, Business Administration and Management, General from the Akademia Górnośląska im. Wojciecha Korfantego.

OnMr. ~~April 23~~Lee, ~~2024~~42, ~~the~~has ~~Board~~more ofthan ~~Directors~~12 (years’ experience in the ~~“Board”)~~oil ofand ~~QMIS~~gas ~~TBS~~industry ~~Capital~~and ~~Group~~the ~~Corp~~housing construction and development sector. Since 2018, aMr. ~~Delaware~~Lee ~~corporation~~has (been serving as the ~~“Company”)~~founder of Chang Dynasty Sdn Bhd, ~~approved~~a ~~and~~property ~~recommended~~development tofirm. ~~the~~Since ~~Company’s~~2018, ~~shareholders~~Mr. ~~for~~Lee ~~approval~~also ahas ~~certificate~~been ofserving ~~amendment~~as (the ~~“Amendment”)~~founder toof ~~the~~Chang ~~Company’s~~Dynasty ~~Certificate~~Resources ofSdn ~~Incorporation~~Bhd, asa ~~amended~~smart tohome ~~date~~technology ~~(the~~company. ~~“Certificate”)~~Mr. Lee completed his O-Levels at James Cook University, Australia.

~~Pursuant~~Dr. toMazlan ~~the~~and ~~Amendment,~~Mr. ~~the~~Lee ~~Company~~have ~~amended~~both ~~the~~previously ~~Certificate~~served toon ~~provide that as permitted under~~ the ~~Delaware General Corporation Law, the Chairman of the~~ Company’s ~~has two (2) votes on each matter voted on by the~~ Board ~~of Directors~~. ~~The Amendment also confirms that as of the date of the Amendment, Dr. Yung Kong Chin is the Chairman of the Board.~~

OnMr. ~~April~~Chen, 2340, ~~and~~currently ~~24,~~serves ~~2024,~~as the ~~holders~~Chief Executive Officer of anYellow ~~aggregate~~Duck ofCapital ~~292~~Sdn. Bhd.,~~914~~ a full-service corporate advisory firm,~~670~~ ~~shares~~with ofdeep ties to the ~~Company~~Asian market with a global footprint. Mr. Chen has over 10 years’s ~~common~~experience ~~stock~~in capital markets, orand ~~approximately~~specializes 97in guiding companies through Initial Public Offerings (IPOs), fund management, corporate mergers and acquisitions, and market valuation management.~~29%~~ Mr. ofChen has served as a strategic advisor for the ~~total~~Guinea ~~shares~~National ~~outstanding~~Economic Zone Industrial Fund, ~~voted~~and was honored as a “National Economic Contributor” by the Minister of Finance of Guinea in 2017. Mr. Chen has worked with several companies to ~~approve~~help them become listed on the ~~Amendment~~US capital markets, both through IPOs as well as through merger transactions. Mr. Chen received a Master of Business Administration (MBA) from University Kebangsaan Malaysia (UKM) in 2022.

~~Subsequently~~Mr. Lim, on46, ~~April~~currently ~~29,~~serves ~~2024,~~as the ~~Amendment~~Chief ~~was~~Executive ~~filed~~Officer ~~with~~of ~~the~~Yi ~~Secretary~~Kim International Ltd., a company focused on strategic investments and ventures across a multitude of ~~State~~business sectors. Mr. Lim has over 17 years of ~~the~~experience ~~State~~in trading and a wealth of ~~Delaware~~market knowledge, and ~~the~~has ~~Amendment~~experience ~~took~~in ~~effect~~identifying ~~upon~~potential ~~filing~~and fostering business growth. Mr. Lim also has a background in providing strategic counsel and insights to Government-Linked Companies in Malaysia, and he devotes time to mentoring aspiring entrepreneurs. Mr. Lim graduated from Setpak High School Kuala Lumpur.

~~The~~There ~~above~~are ~~description~~no isarrangements aor ~~summary~~understandings ofbetween the ~~text~~Company ofand the ~~Amendment~~newly ~~does~~appointed ~~not~~executive ~~purport~~officers or directors and any other person or persons pursuant to bewhich ~~complete~~each executive officer or director was appointed and there is ~~qualified~~no infamily ~~its~~relationship ~~entirety~~between byor ~~reference~~among toany ~~the~~director ~~Amendment,~~or ~~which~~executive isofficer ~~filed~~of asthe ~~Exhibit~~Company ~~3.1~~or toany ~~this~~person ~~Current~~nominated ~~Report~~or onchosen ~~Form~~by ~~8-K~~the ~~and~~Company ~~incorporated~~to ~~herein~~become bya ~~reference~~director or executive officer.

There are no transactions between the Company and any newly appointed executive officer or director that are reportable pursuant to Item 9404(a) of Regulation SK.01 ~~Financial~~The ~~Statements~~Company ~~and~~did ~~Exhibits~~not enter into or materially amend any material plan, contract or arrangement with any newly appointed executive officer or director in connection with his or her appointment as a director or executive officer.

~~(d) Exhibits~~SIGNATURE

Exhibit Number		Description
3.1		Certificate of Amendment as filed on April 29, 2024
104		Cover Page Interactive Data File (formatted as Inline XBRL)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~SIGNATURE~~Date: May 8, 2024

~~Pursuant~~QMIS toTBS ~~the~~CAPITAL ~~requirements~~GROUP ofCORP. ~~the~~By: ~~Securities~~/s/ ~~Exchange~~Yung ~~Act~~Kong ofChin ~~1934,~~Yung ~~the~~Kong ~~registrant~~Chin ~~has~~Chief ~~duly~~Executive ~~caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Officer

Date: May 2, 2024

QMIS TBS CAPITAL GROUP CORP. By: /s/ Yung Kong Chin Name: Yung Kong Chin Title: Chief Executive Officer

Filing Compare · QMIS TBS Capital Group Corp.