SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM 40-F
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
| For the fiscal year ended March 31, 2012 | | Commission File Number: 001-35400 |
(Exact name of Registrant as specified in its charter)
Canada (Province or other Jurisdiction of Incorporation or Organization) | 4924 (Primary Standard Industrial Classification Code Number) | Not Applicable (I.R.S. Employer Identification No.) |
6345 Dixie Road, Suite 200
Mississauga, Ontario, Canada L5T 2E6
(905) 795-4206
(Address and telephone number of Registrant’s principal executive offices)
Corporation Service Company
1090 Vermont Avenue N.W.
Washington DC 20005
(800) 927-9800
(Name, address (including zip code) and telephone number
(including area code) of agent for service in the United States)
____________________
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class | | Name of Each Exchange on Which Registered |
| Common Shares, No Par Value | | New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
For annual reports, indicate by check mark the information filed with this Form:
[X] Annual information form | | [X] Audited annual financial statements |
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:
The Registrant had 139,348,926 Common Shares outstanding as at March 31, 2012
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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.
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
EXPLANATORY NOTICE TO READER
On May 31, 2012, Just Energy Group Inc. ("the Registrant") filed its annual report on Form 40-F for the year ended March 31, 2012 ("the Annual Report"). Subsequent to filing the Annual Report, the Registrant noted an omission in the Independent Auditors' Report, to be included in the Annual Report as part of Exhibit 1.3 – Audited Consolidated Financial Statements for the year ended March 31, 2012. Specifically, in the paragraphs of the Independent Auditors' Report called "Management's Responsibility for the Consolidated Financial Statements" and "Opinion", the Registrant's independent auditor noted that the consolidated financial statements were prepared in accordance with International Financial Reporting Standards without a reference to "as issued by International Accounting Standards Board". An amended version of the Independent Auditors' Report that adds such references is filed herewith, together with the Audited Consolidated Financial Statements for the year ended March 31, 2012 and a consent of Ernst & Young LLP, as well as certifications under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
Other than as expressly set forth above, this amendment does not, and does not purport to, update or restate the information in any Item of the Annual Report or reflect any events that have occurred after the Annual Report was filed. The filing of this amendment shall not be deemed an admission that the Annual Report, when filed, included any untrue statement of material fact or omitted to state a material fact necessary to make a statement not misleading.
EXHIBITS
The following exhibits are filed as part of this Annual Report:
| | Number | | Document |
| | | | |
| | 1.1* | | Annual Information Form for the year ended March 31, 2012 |
| | | | |
| | 1.2* | | Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended March 31, 2012 |
| | | | |
| | 1.3** | | Audited Consolidated Financial Statements for the year ended March 31, 2012, prepared in accordance with international financial reporting standards including the report of the auditors thereon |
| | | | |
| | 23.1** | | Consent of Ernst & Young LLP |
| | | | |
| | 31.1** | | Certification of the CEO and CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | | | |
| | 32.1** | | Certification of the CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
________________
* Previously Filed
** Filed herewith
SIGNATURE
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
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| Date: June 26, 2012 | By: | /s/ Beth Summers |
| | | Name: | Beth Summers |
| | | Title: | Chief Financial Officer |
EXHIBIT INDEX
| Number | | Document |
| | | |
| 1.1* | | Annual Information Form for the year ended March 31, 2012 |
| | | |
| 1.2* | | Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended March 31, 2012 |
| | | |
| 1.3** | | Audited Consolidated Financial Statements for the year ended March 31, 2012, prepared in accordance with international financial reporting standards including the report of the auditors thereon |
| | | |
| 23.1** | | Consent of Ernst & Young LLP |
| | | |
| 31.1** | | Certification of the CEO and CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | | |
| 32.1** | | Certification of the CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
________________
* Previously Filed
** Filed herewith
