UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No.1
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended March 31, 2006
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period from ________ to ________
Commission File Number: 0-13959
LML PAYMENT SYSTEMS INC.
(Exact name of registrant as specified in its charter)
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Yukon Territory |
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980-20-9289 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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1680-1140 West Pender Street Vancouver, British Columbia Canada |
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V6E 4G1 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (604) 689-4440
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
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Name of Each Exchange on Which Registered |
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None |
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None |
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, without par value
(Title of each class)
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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 | |
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. |
Yes [ ] No [X ] | |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has | ||
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been subject to such filing requirements for the past 90 days. |
Yes x No [ ] | |
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this | ||
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Form 10-K or any amendment to this Form 10-K. |
[ X ] | |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
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Large Accelerated Filed o |
Accelerated Filer [ X ] |
Non-Accelerated Filer [ |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.). |
Yes [ ] No [ X ] |
As of September 30, 2005, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the Common Stock of the Registrant held by non-affiliates based upon the closing sale price of the Common Stock on such date as reported on the NASDAQ Capital Market, was approximately $101,123,797.
As of May 12, 2006, the Registrant had 20,204,594 shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s proxy statement for its 2006 Annual Meeting of Shareholders, which will be filed with the Commission within 120 days after the end of the Registrant’s fiscal year, are incorporated by reference into Part III of this Annual Report on Form 10-K.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Corporation’s Annual Report on Form 10-K for the fiscal year ended March 31, 2006, originally submitted for filing on June 14, 2006 (the “Original Filing”). The Corporation is filing this Amendment in order to file Exhibit 31.2, which was inadvertently omitted from the Original Filing.
This Amendment amends “Part IV, Item 15(b) – Exhibits” and includes the following exhibits:
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Exhibit 31.1 |
Rule 13a-14(a) Certification of Chief Executive Officer. |
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Exhibit 31.2 |
Rule 13a-14(a) Certification of Principal Financial Officer. |
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Exhibit 32.1 |
Section 1350 Certification of Chief Executive Officer and Chief Accounting Officer. |
This Amendment does not modify or update any other exhibits or disclosures presented in the Original Filing.
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PART IV
ITEM 15. Exhibits and Financial Statement Schedules
(b) Exhibits:
Exhibit
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Description of Document |
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31.1* |
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31.2* |
Rule 13a-14(a) Certification of Principal Financial Officer. |
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32.1* |
Section 1350 Certification of Chief Executive Officer and Chief Accounting Officer. |
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* filed herewith
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LML PAYMENT SYSTEMS INC.
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.
LML PAYMENT SYSTEMS INC.
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By: |
/s/ Patrick H. Gaines |
Patrick H. Gaines,
Chairman of the Board, Chief Executive Officer, and President
Date: June 20, 2006
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