Amended Annual Report (10-k/a)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

(Mark One)

☑   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2016

 

OR

 

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

For the transition period from ____ to ____

Commission File No. 333-203997

ZOOMPASS HOLDINGS, INC.

 (Exact name of registrant as specified in its charter)

Nevada	30-0796392
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
107 Atlantic Ave. , Suite 201 Toronto, Ontario M6K1Y2
(Address of principal executive offices, including Zip Code)
[phone] (Registrant's telephone number, including area code)

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 been subject to such filing requirements for the past 90 days.   [X] Yes   [  ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   [X] 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.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ]	Accelerated filer [   ]
Non-accelerated filer [   ]	Smaller reporting company [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   [  ] Yes   [X] No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class	Outstanding as of April 21, 2017
Common stock, $0.0001 par value	39,680,731

 

 

 

 

 

 

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EXPLANATORY NOTE

 

The purpose of this Amendment No. 1 to Zoompass, Inc.'s. Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the Securities and Exchange Commission on April, 4, 2017 (the "Form 10-K"), is to add Exhibit 4.2 and Exhibit 4.3.  It is also to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).

 

No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.

 

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 

The following exhibits are filed as part of this Form 10-K:

 

 

Exhibit No.			Description
3.1			Articles of Incorporation of UVIC Inc. filed with the registration statement on Form S-1 filed with the Exchange on May 8, 2015 and incorporated herein by reference.
3.2			Articles of Amendment of Amended Articles of Incorporation filed with Current Report on Form 8-K filed with the Exchange on February 24, 2017 and incorporated herein by reference.
3.3			Bylaws of UVIC Inc. filed with the registration statement on Form S-1 filed with the Exchange on May 8, 2015 and incorporated herein by reference.
4.2*			2016 Stock Incentive Plan
4.3*			Form of Stock Award Agreement
10.1*			Form of Share Exchange Agreement, effective as of August 22, 2016, by and among UVCC, Inc., Zoompass, Inc. and shareholders of Zoompass, Inc.
10.2			Service Agreement dated February 24, 2015 between UVIC Inc. and Angara Corp. filed with the registration statement on Form S-1 with the Exchange on May 8, 2015 and incorporated herein by reference.
10.3			Lease Agreement dated November 10, 2014 between UVIC Inc. and Flamingo Business Park filed with the registration statement on Form S-1 with the Exchange on June 15, 2015 and incorporated herein by reference.
10.4			Agreement dated February 26, 2015 between UVIC Inc. and  Jose Akdar Lubis, freelance web designer, filed with the registration statement on Form S-1 with the Exchange on June 15, 2015 and incorporated herein by reference.
10.5			Service Agreement Between UVIC Inc. and dated June 21, 2015 between UVIC Inc. and Rivex Technologies Corp. filed with the registration statement on Form S-1 with the Exchange on August 15, 2015 and incorporated herein by reference.
31.1			Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed with with the Exchange on Form 10-K on April 4, 2017.
31.2			Certifications of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed with with the Exchange on Form 10-K on April 4, 2017.
32.1			Certifications of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed with with the Exchange on Form 10-K on April 4, 2017.
32.2			Certifications of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed with with the Exchange on Form 10-K on April 4, 2017.
101.INS*			XBRL Instance Document
101.SCH*			XBRL Taxonomy Extension Schema Document
101.CAL*			XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*			XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*			XBRL Taxonomy Extension Label Linkbase Document
101.PRE*			XBRL Taxonomy Extension Presentation Linkbase Document

 

 

* Filed herewith

 

 

 

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on May 3, 2017.

		ZOOMPASS HOLDINGS, INC.
May 15, 2017		By: /s/ Brian Morales
		Brian Morales Chief Financial Officer

 

 

 

 

 

 

 

 

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