UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2016
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ____ to ____
Commission File No. 333-203997
ZOOMPASS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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30-0796392
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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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107 Atlantic Ave. , Suite 201
Toronto, Ontario M6K1Y2
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(Address of principal executive offices, including Zip Code)
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(416) 767-8920
(Registrant's telephone number, including area code)
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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 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, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [ X ]
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(Do not check if a smaller reporting company)
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Emerging growth company [ ]
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act
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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.
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Class
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Outstanding as of April 21, 2017
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Common stock, $0.0001 par value
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39,680,731
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EXPLANATORY NOTE
The purpose of this Amendment No. 2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission on April 24, 2017, and as amended by the form 10-K/A filed with the Securities and Exchange Commission on May 15, 2017, is solely to amend and restate a portion of Part II, Item 11, under the paragraph entitled "Persons Covered", which contained a scriveners error. No other changes have been made to the Form 10-K or 10-K/A as filed. This Amendment No. 2 to the Form 10-K speaks as of the original filing date of the Form 10-K, as amended, 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, as amended
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In addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, as a result of this Amendment, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished, respectively, as exhibits to the original filing have been re-executed and re-filed as of the date of this Amendment and are included as exhibits hereto.
As used in this Annual Report on Form 10-K/A and unless otherwise indicated, the terms "we," "us," "our," or the "Company" refer to Zoompass Holdings, Inc. and our subsidiaries. Unless otherwise specified, all dollar amounts are expressed in United States dollars.
ITEM 11. EXECUTIVE COMPENSATION
Persons Covered
As of December 31, 2016, there were four Named Executive Officers are set forth below:
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Name
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Position
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Jack Robert Lee ("Rob Lee")
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Chief Executive Officer, and Director
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Steve Roberts
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President and Director
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Edward (Ted) Yew
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Secretary and Director
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Brian Morales
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Chief Financial Officer
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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 April 20, 2017.
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ZOOMPASS HOLDINGS, INC.
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May 25, 2017
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By: /s/ Brian Morales
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Brian Morales
Chief Financial Officer
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