QI Systems (QIIU) NT 10-Q Notice of late quarterly filing

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC FILE NUMBER

CUSIP NUMBER

|  |   Form 10-K   |  |   Form 20-F   |  |   Form 11-K   |X|   Form 10-Q   |  |   Form NSAR   |  |  Form N-CSR  
For the period ended: March 31, 2007

|  |   Transition Report on Form 10-K  
|  |   Transition Report on Form 20-F  
|  |   Transition Report on Form 11-K  
|  |   Transition Report on Form 10-Q  
|  |   Transition Report on Form NSAR  

For the transition period ended: Read attached Instruction Sheet Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.If the notification related to a portion of the filing checked above, identify the item(s) to which notification relates:

     

Part I-Registrant Information
	Full name of Registrant: Former name if Applicable: Address of Principal Executive Office (Street and Number): City, State and Zip Code:	QI SYSTEMS INC n/a 609 Cheek Sparger Road, Suite 300 Colleyville, Texas 76034

Part II-Rule 12b-25(b) and (c)If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.(Check box if appropriate.)

|X|

(a)    The reasons described in detail in Part III of this form could not be eliminated without unreasonable effort or expense; (b)    The subject annual report, semi-annual report, transition report of Forms 10-K, 10-KSB, 20-F, 11-K, Form N-SAR or Form N-CSR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, 10-QSB, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and (c)    The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

Part III-NarrativeState below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-QSB, N-SAR, N-CSR or the transition report portion thereof could not be filed within the prescribed time period.

     We are unable to meet the filing date for our quarterly report on Form 10-QSB for the quarter ended March 31, 2007 without unreasonable effort or expense. We are filing this Form 12b-25 because we have not completed our financial statements for the quarter ended March 31, 2007. We intend to file our quarterly report on Form 10-QSB within the time period specified by Rule 12b-25(b)(2)(ii) of the Securities Exchange Act of 1934, as amended.
      
      SEC 1344 (03-05)
      Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Part IV-Other Information     (1)   Name and telephone number of person to contact in regard to this notification:

Robert I. McLean Jr.	817	485-8111
(Name)	(Area Code)	(Telephone Number)

     (2)   Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?

|X|   Yes   |  |   No  

If the answer is no, identify report(s)

     

     (3)    Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

|  |   Yes   |X|   No  

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.


     

QI SYSTEMS INCName of Registrant as Specified in Charter

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May  14,  2007 By:  /s/ Robert I. McLean Jr.
Robert I. McLean Jr.
Chief Financial Officer and Chief Operating Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).