SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: April 30, 2013
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 000-53995
QMIS Finance Securities Corporation |
(Name of Small Business Issuer in Its Charter) |
Delaware | 59-3270650 |
(State or Other Jurisdiction of | (I.R.S. Employer |
Incorporation or Organization) | Identification No.) |
800 Delaware Ave P.O. Box 8702,
Wilmington, DE 19801
(Address of Principal Executive Offices) (Zip Code)
Registrants Telephone Number: +86 13909840703
Securities registered under Section 12 (b) of the Exchange Act: NONE
Securities registered under to Section 12 (g) of the Exchange Act:
Common Stock, $.001 par value
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in rule 405 of the Securities Act. YES [ ] NO [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. [ ]
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 [X] NO [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (for such shorter period that the registrant was required to submit and post such files). YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. [X] Smaller Reporting Company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) YES [X] 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 registrants most recently completed second fiscal quarter. $5,722 (114,448 shares at $0.05).
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to QMIS Finance Securities Corporations Annual Report on Form 10-K (the Report) for the fiscal year ended April 30, 2013, as filed with the Securities and Exchange Commission on August 13, 2013, is to furnish Exhibit 101 to the Report in accordance with Rule 405 of Regulation S-T. Exhibit 101 provides the financial statements and related notes from the Report formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Report. This Amendment No. 1 to the Report does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way the disclosures made in the original Report.
PART IV
Item 15. Exhibits, Financial Statement Schedules
Exhibit No. |
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31.1 |
| Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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32.1 |
| Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002 |
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101.INS |
| XBRL Instance Document |
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101.SCH |
| XBRL Taxonomy Extension Schema |
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101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase |
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101.DEF |
| XBRL Taxonomy Extension Definition Linkbase |
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101.LAB |
| XBRL Taxonomy Extension Label Linkbase |
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101.PRE |
| XBRL Taxonomy Presentation Linkbase |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| QMIS Finance Services Corporation. |
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| /s/ Chin Yung Kong |
| Name: Chin Yung Kong |
| Title: President/CEO and Director and Chief Accounting Officer |
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| August 15, 2013 |
Exhibit 31.1
CERTIFICATION
I, Chin Yung Kong, certify that:
| 1. | I have reviewed this amended annual report on Form 10-K/A of QMIS Finance Securities Corporation (formerly Lightman Grant, Inc); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
| 5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 15, 2013
/s/ Chin Yung Kong |
Chin Yung Kong Chief Executive Officer |
Exhibit 31.2
CERTIFICATION
I, Chin Yung Kong, certify that:
| 1. | I have reviewed this amended annual report on Form 10-K/A of QMIS Finance Securities Corporation (formerly Lightman Grant, Inc); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
| 5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 15, 2013
/s/ Chin Yung Kong |
Chin Yung Kong Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Amended Annual Report of QMIS Finance Securities Corporation (formerly Lightman Grant, Inc) (the Company) on Form 10-K/A for the year ended April 30, 2013 as filed with the Securities and Exchange Commission (the Report), I, Chin Yung Kong, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: August 15, 2013 |
| /s/ Chin Yung Kong |
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| Chin Yung Kong Chief Executive Officer |
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Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Amended Annual Report of QMIS Finance Securities Corporation (formerly Lightman Grant, Inc) (the Company) on Form 10-K/A for the year ended April 30, 2013 as filed with the Securities and Exchange Commission (the Report), I, Chin Yung Kong, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: August 15, 2013 |
| /s/ Chin Yung Kong |
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| Chin Yung Kong Chief Financial Officer |
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Note 2: Significant Accounting Policies (Details Narrative) (USD $)
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12 Months Ended | |
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Apr. 30, 2012
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Apr. 30, 2013
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Accounting Policies [Abstract] | ||
Revenue | $ 24,000 | |
Cash | 161 | 0 |
Receivable - other | $ 13,739 |
Statements of Revenue and Expenses (USD $)
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12 Months Ended | |
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Apr. 30, 2013
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Apr. 30, 2012
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Income Statement [Abstract] | ||
Donated revenues | $ 24,000 | |
Expenses | ||
Officers compensation | 21,600 | |
Rent | 2,400 | |
Professional fees | 19,833 | 15,000 |
Delaware franchise fees | 539 | 539 |
Other general and administrative | 4,067 | 3,612 |
Total Expenses | 24,439 | 43,151 |
Loss from operations | (24,439) | (19,151) |
Income taxes | ||
Net Loss | $ (24,439) | $ (19,151) |
Basic and diluted per share amounts | $ (0.046) | $ (0.039) |
Note 4: Commitments
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12 Months Ended |
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Apr. 30, 2013
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Commitments and Contingencies Disclosure [Abstract] | |
Note 4: Commitments | Note 4: Commitments--
The Company is not a party to any leases and does not have any commitments |
Note 5: Stockholders' Equity (Details Narrative) (USD $)
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0 Months Ended | 12 Months Ended | |||
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Feb. 18, 2009
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Jan. 29, 2009
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Nov. 19, 2007
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Apr. 30, 2013
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Apr. 30, 2012
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Equity [Abstract] | |||||
Common Stock, shares authorized | 300,000,000 | 300,000,000 | |||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Common Stock Voting Rights | 1 | ||||
Proceeds from Issuance of Common Stock | $ 19,000 | ||||
Issuance of Restriced Common Stock, shares | 380,000 | ||||
Preferred Stock, shares authorized | 20,000,000 | 20,000,000 | |||
Preferred Stock, par value | $ 0.001 | $ 0.001 | |||
Series B Preferred Stock | 5,000,000 | ||||
Voting Rights | 1:10 | ||||
Series A Convertible to common shares | 10 | ||||
Proceeds from Issuance of Preferred Stock | $ 25,000 | ||||
Issuance of Preferred Stock, shares | 5,000,000 |
Statements of Cash Flows (USD $)
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12 Months Ended | |
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Apr. 30, 2013
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Apr. 30, 2012
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Cash flows used in operating activities: | ||
Net (Loss) | $ (24,439) | $ (19,151) |
Adjustments reconcile net loss to net cash (used) in operating activities: | ||
Increase in accounts payable | 13,534 | 7,903 |
(Increase) Decrease in amounts due to related parties | (45,316) | 11,248 |
Increase in receivables - other | (13,739) | |
Net cash (used) by operating activities: | (69,960) | |
Increase in paid-in-capital | 69,799 | |
Change in cash | (161) | |
Cash - beginning of period | 161 | 161 |
Cash - end of period | 161 | |
Supplementary information: | ||
Interest paid | ||
Taxes paid |
Note 2: Significant Accounting Policies
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12 Months Ended |
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Apr. 30, 2013
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Accounting Policies [Abstract] | |
Note 2: Significant Accounting Policies | Note 2: Significant Accounting Policies Basis of Presentation: The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (GAAP). Revenues: The sole owner of The Company recorded $24,000 as FMV of his compensation and rent. These funds were recorded as an expense on the prior financial statements submitted to the SEC. The prior financial statements recorded these transactions from May 2007 through April 30, 2012 as expenses and contribution to paid-in-capital. According to ASC 958-605-25-2 such nonreciprocal transactions are recognized as revenue in the period the contribution is received. This departure from GAAP on the prior financial statements has been corrected on the restated financial statements. There was no provision for the FMV of the officer services in the statement of revenues and expenses for the fiscal year ended April 30, 2013. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.
Cash and Cash Equivalents: For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents. There was no cash in the bank At April 30, 2013 and only $161 at April 30, 2012. There were no cash equivalents. The Companys checking was clopped in December, 2012 and the new majority shareholder, Chin Yung Kong has used his personal funds to pay the Company liabilities. At the date of this report there was still no operating checking account.
Receivable Other: On November 8, 2012 Michael Anthony stated that Lightman Grant, Inc. did not have any liability owing to any vendor. During the course of the audit it was determined that there was $13,739 due to vendors. The financial statements reflect this liability in accounts payable, offset by a receivable amount due from Michael Anthony. Property and Equipment The Company does not have any property and equipment at both April 30, 2013 and 2012.
Valuation of Long-Lived Assets: The Company does not have any long lived assets, including Goodwill on April 30, 2013 and 2012. Stock Based Compensation: The Company does not have any stock based Compensation or pension plan.
Accounting for Obligations and Instruments Potentially to Be Settled in the Companys Own Stock: There are no reportable transactions.
Fair Value of Financial Instruments: There are no financial instruments to be disclosed under FASB ASC 825.
Earnings per Common Share: We compute net income (loss) per share in accordance with ASC 260, Earning per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
Income Taxes: We have adopted ASC 740, Accounting for Income Taxes. Pursuant to ASC 740, we are required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes.
Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. ASC 740 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of our net deferred tax assets is dependent upon our generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carry forwards. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially our entire net deferred tax asset. Management will continue to evaluate the quality of the deferred tax asset and its related valuation allowance. If our assessment of the deferred tax assets or the corresponding valuation allowance were to change, we would record the related adjustment to income during the period in which we make the determination. Our tax rate may also vary based on our results and the mix of income or loss in domestic and foreign tax jurisdictions in which we operate.
In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and to the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we will reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We will record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be.
ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized.
Uncertain Tax Positions
The Financial Accounting Standards Board issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109, Accounting for Income Taxes (FIN No. 48) which was effective for the Company on January 1, 2007. FIN No. 48 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under FIN No. 48, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. FIN No. 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods and disclosure requirements.
Our federal and state income tax returns are open for fiscal years ending on or after April 30, 2007. We are not under examination by any jurisdiction for any tax year. At April 30, 2013 we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required under FIN 48. |
Note 5: Stockholders' Equity
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12 Months Ended |
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Apr. 30, 2013
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Equity [Abstract] | |
Note 5: Stockholders' Equity | Note 5: Stockholders' Equity--
Common Stock
We are currently authorized to issue up to 300,000,000 shares of $ 0.001 par value common stock. All issued shares of common stock are entitled to vote on a 1 share/1 vote basis.
November 19, 2007, in exchange for approximately $19,000 of capital investments by Century Capital Partners we issued 380,000 shares of restricted $.001 par value common stock. Mr. Anthony is the managing member of CCP and has sole voting and dispositive control.
Preferred Stock
We are currently authorized to issue up to 20,000,000 shares of $ 0.001 preferred stock. Effective April 30, 2007 the board of directors approved the cancellation of all previously issued preferred shares and approved the cancellation and extinguishment of all common and preferred share conversion rights of any kind, including without limitation, warrants, options, convertible debt instruments and convertible preferred stock of every series and accompanying conversion rights of any kind.
On January 29 2009 we designated 5,000,000 shares of Series B preferred stock. The Series B allows voting rights in a ratio of 1:10 over the common. Each share of the Series A is convertible in to 10 shares of common at the discretion of the holder.
On February 18, 2009, Corporate Services International, Inc. agreed to contribute $25,000 in exchange for 5,000,000 shares of the Series B preferred stock. We have agreed to use these funds to pay the costs and expenses necessary to revive our business and implement the Companys business plan. Such expenses include, fees to re-domicile the Company to the state of Delaware; payment of state filing fees; transfer agent fees; calling and holding a shareholders meeting; accounting and legal fees; and costs associated with preparing and filing this Registration Statement, etc.
Corporate Services International, Inc. is a business consulting company of which Michael Anthony is the sole shareholder, officer and director.
Stock Options |
Note 3: Income Taxes
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12 Months Ended |
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Apr. 30, 2013
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Income Tax Disclosure [Abstract] | |
Note 3: Income Taxes | Note 3: Income Taxes We have adopted ASC 740, Income Taxes, which provides for the recognition of a deferred tax asset based upon the value the loss carry-forwards will have to reduce future income taxes and management's estimate of the probability of the realization of these tax benefits. Our net operating loss carryovers incurred prior to 2008 considered available to reduce future income taxes were reduced or eliminated through our recent change of control (I.R.C. Section 382(a)) and the continuity of business limitation of I.R.C. Section 382(c).
We have recorded current operating loss carry-forward. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all our net deferred tax asset.
Future utilization of currently generated federal and state NOL and tax credit carry forwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. The annual limitation may result in the expiration of NOL and tax credit carry-forwards before full utilization.
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