UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 0F 1934
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For the quarterly period ended: September 30, 2005
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or |
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| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
For the transition period from to
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Commission File Number 0-30432
ZIM CORPORATION
(Exact name of small business issuer as specified in its charter)
Canada
(State or other jurisdiction of
incorporation or organization) | N/A
(I.R.S. Employer Identification Number) |
150 Isabella Street, Suite 150 Ottawa, Ontario Canada K1S 1V7 |
(613) 727-1397 (Issuer’s Telephone Number, including Area Code) |
20 Colonnade Road, Suite 200 Ottawa, Ontario Canada, K2E 7V6 (Former name, former address and former fiscal year, if changed since last report) |
Check whether the issuer (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 o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act Yes o No x
Indicate the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date.
Class | Outstanding at November 9, 2005 |
Common shares | 59,561,569 |
Transitional Small Business Format (check one): Yes o | No x |
EXPLANATORY NOTE
This Amendment No. 1 to our Quarterly Report on Form 10-QSB for the fiscal period from July 1, 2005 to September 30, 2005 filed with the Commission on November 14, 2005 is being filed to revise the disclosure in Part I, Item 3 (Controls and Procedures). Included herewith are the certifications filed as Exhibits 31.1 and 31.2, which have been re-executed as of the date of this amendment. No other change has been made to the original Quarterly Report on Form 10-QSB/A.
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TABLE OF CONTENTS
Item 3. Controls and Procedures | 4 |
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Item 6. Exhibits | 5 |
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Signatures | 6 |
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Exhibits | |
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ITEM 3 - CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures.
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its SEC reports are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as the Company's are designed to do.
The Company’s management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of September 30, 2005. Based upon that evaluation, the Corporation’s Chief Executive Officer and Chief Financial Officer concluded that the Corporation's disclosure controls and procedures were not effective, due to the material weakness in our internal controls over financial reporting described in our Form 10-KSB for the year ended March 31, 2005, as amended, relating to the Corporation’s financial reporting processes and information technology security protocols.
(b) Changes in internal controls over financial reporting.
The Company continues to expand the scope of its monthly review of the financial statements and is implementing certain enhancements to its internal controls over financial reporting. In the second quarter of fiscal 2006, we engaged a US legal firm to help with regulatory issues and we formalized procedures of data input and financial statement reviews, including increased frequency of reviews of receivable and payable sub-ledgers. Other than the foregoing, there was no change in our internal control over financial reporting during the second quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. The Company intends to continue to implement enhancements during the remainder of fiscal 2006 and beyond. Management believes that these enhancements will assist in addressing the matters discussed above. However, the size of the Company will continue for the foreseeable future to prevent us from being able to employ sufficient resources to enable us to have optimal segregation of duties within our internal control system.
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ITEM 6 – EXHIBITS
The exhibits filed herewith are listed in the Exhibit Index immediately preceding such exhibits. The Exhibit Index is incorporated herein by reference.
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SIGNATURES
In accordance with the requirements of the Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ZIM Corporation
Registrant
DATE | SIGNATURE |
January 19, 2006 | /s/ Dr. Michael Cowpland Michael Cowpland, President and Chief Executive Officer |
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EXHIBIT INDEX
Exhibit Number | Description |
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3.1 | Articles of Incorporation of the Registrant (1) |
3.2 | By-Laws of the Registrant (1) |
31.1 | Certification by the President and Chief Executive Officer, Dr. Michael Cowpland, pursuant to U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 | Certification by the Chief Financial Officer, Ms. Jennifer North, pursuant to U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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(1) | Incorporated by reference from the Registrant's Registration Statement on Form S-4 filed with the United States Securities and Exchange Commission (the “Commission”) on November 1, 2002 (File No. 333-100920) |
(2) | Incorporated by reference from the Registrant's Current Report on Form 8-K filed with the Commission on June 6, 2005 (File No. 000-31691) |
