1680-1140 West Pender Street
Vancouver, British Columbia
Canada V6E 4G1
(Address of principal executive offices) (Zip Code)

Registrant's Telephone Number, Including Area Code: (604) 689-4440

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. Yes [X] No [ ]

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

The number of shares of the registrant's Common Stock outstanding as of January 25, 2005, was 20,143,594.

In this Quarterly Report on Form 10-Q, unless otherwise indicated, all dollar amounts are expressed in United States Dollars.

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CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
(In U.S. Dollars, except share data)
(Unaudited)

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CONSOLIDATED STATEMENTS OF CASH FLOWS
(In U.S. Dollars)
(Unaudited)

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The consolidated balance sheet as of December 31, 2004 and the consolidated statements of operations and deficit and cash flows for the three months and nine months ended December 31, 2004 and 2003 of LML Payment Systems Inc. and its subsidiaries (collectively, the "Corporation") are unaudited. The Corporation's consolidated balance sheet as of March 31, 2004, was derived from audited financial statements. In the opinion of management, all adjustments necessary for a fair presentation of such financial statements are included herein. Other than those discussed in the notes below, such adjustments consist only of normal recurring items. Interim results are not necessarily indicative of results for a full year. The Corporation's consolidated financial statements and notes are presented in accordance with generally accepted accounting principles in Canada for interim financial information and in accordance with the instructions for Form 10-Q and Article 10 of Regulation S-X, and do not contai n certain information included in the Corporation's consolidated audited annual financial statements and notes. The consolidated financial statements and notes appearing in this report should be read in conjunction with the Corporation's consolidated audited financial statements and related notes thereto, together with management's discussion and analysis of financial condition and results of operations, contained in the Corporation's Annual Report on Form 10-K for the fiscal year ended March 31, 2004, as filed with the Securities and Exchange Commission on June 14, 2004 (file no. 0-13959).

Effective April 1, 2003, the Corporation prospectively early adopted CICA 3870 which corresponds to SFAS 123, as amended by SFAS 148, which requires fair value accounting for all stock options issued during the year. Prior to the adoption of the new accounting standard, the Corporation did not record the fair value of all stock options issued, rather, it provided pro-forma disclosure of the effect of applying the fair value based method to stock options issued to directors, officers and employees.

During the nine months ended December 31, 2004, the Corporation granted 485,000 stock options under the Corporation's 1996 Stock Option Plan and 150,000 stock options under the 1998 Stock Incentive Plan. The weighted average fair value of the 635,000 stock options granted during the nine months ended December 31, 2004 range from a low of $3.07 to a high of $4.44. The total fair value of stock-based compensation is amortized over the vesting period resulting in stock-based compensation expense of $158,593 for the three months ended December 31, 2004 (three months ended December 31, 2003 - $35,288) and $1,330,330 for the nine months ended December 31, 2004 (nine months ended December 31, 2003 - $51,014). The fair value for the stock option grants was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

The pro-forma disclosure below relates to stock options granted prior to April 1, 2003 which have vested in the periods presented below. The pro-forma compensation expense recorded during the three months and nine months ended December 31, 2004 represents the amortization of previously issued stock options. These previously issued options are amortized to pro-forma compensation expenses as the options vest.

During the three months and nine months ended December 31, 2004, a subsidiary of the Corporation filed suit in the U.S. District Court for the District of Delaware against four companies who provide equipment, systems and services that convert paper checks presented at the point of sale into electronic transactions. In the suit, the subsidiary of the Corporation alleges that these four companies infringe three patents owned by the subsidiary of the Corporation. The subsidiary of the Corporation is seeking damages, injunctive and other relief for the alleged willful infringement of these patents. During the three months and nine months ended December 31, 2004 a federal judge has set a trial date of April 17, 2006 in this matter. As part of their answer to the subsidiary of the Corporation's complaint for patent infringement, one defendant filed a counterclaim for declaratory relief. The defendant is seeking a declaratory judgment that each of the patents-in-suit is invalid, unenforceab le, not infringed by the defendant and that the court determine that this is an extraordinary and exceptional case and award the defendant it's attorney's fees and litigation expenses. The subsidiary of the Corporation believes that this counterclaim is without merit and does not expect it to have a material adverse effect on the subsidiary of the Corporation's results of operations, financial position or liquidity.

These financial statements are prepared using Canadian generally accepted accounting principles ("CDN GAAP") which do not differ materially from United States generally accepted accounting principles ("U.S. GAAP") with respect to the accounting policies and disclosures in these financial statements except as set out below:

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Unless the context otherwise requires, references in this report on Form 10-Q to the "Corporation", "LML", "we", "us" or "our" refer to LML Payment Systems Inc. and its direct and indirect subsidiaries. LML Payment Systems Inc.'s direct subsidiaries include LML Corp., Legacy Promotions Inc. and LHTW Properties Inc. LML Corp.'s subsidiaries are LML Patent Corp., and LML Payment Systems Corp. Unless otherwise specified herein, all references herein to dollars or "$" are to U.S. Dollars.

The following discussion and analysis should be read in conjunction with the consolidated audited financial statements and related notes thereto contained in our Annual Report on Form 10-K for the fiscal year ended March 31, 2004, filed with the Securities and Exchange Commission on June 14, 2004 (file no. 0-13959). We believe that all necessary adjustments (consisting only of normal recurring adjustments) have been included in the amounts stated below to present fairly the following quarterly information. Quarterly operating results have varied significantly in the past and can be expected to vary in the future. Results of operations for any particular quarter are not necessarily indicative of results of operations for a full year.

All statements other than statements of historical fact contained herein are forward-looking statements. Forward-looking statements generally are accompanied by words such as "anticipate," "believe," "estimate," "intend," "project," "potential" or "expect" or similar statements. The forward-looking statements were prepared on the basis of certain assumptions which relate, among other things, to the demand for and cost of marketing our services, the volume and total value of transactions processed by merchants utilizing our services, the technological adaptation of electronic check conversion end-users, the renewal of material contracts in our business, our ability to anticipate and respond to technological changes, particularly with respect to financial payments and e-commerce, in a highly competitive industry characterized by rapid technological change and rapid rates of product obsolescence, our ability to develop and market new product enhancements and new products and services th at respond to technological change or evolving industry standards, no unanticipated developments relating to previously disclosed lawsuits against us, and the cost of protecting our intellectual property. Even if the assumptions on which the forward-looking statements are based prove accurate and appropriate, the actual results of our operations in the future may vary widely due to technological change, increased competition, new government regulation or intervention in the industry, general economic conditions, other risks described in our filings with the Securities and Exchange Commission. Accordingly, the actual results of our operations in the future may vary widely from the forward-looking statements included herein. All forward-looking statements included herein are expressly qualified in their entirety by the cautionary statements in this paragraph.

LML Payment Systems Inc. is a financial payment processor. We provide check risk services such as electronic check authorization, electronic check processing services such as electronic check conversion and return check management such as traditional and electronic recovery services to retail clients. We also provide mainframe payment processing software modules and rights to use our patented intellectual property to retailers and other payment processors.

When we provide return check management services, we typically receive revenue when we are successful at recovering the principal amount of the original transaction on behalf of the client. In some instances we also earn a percentage of the principal amount and in some other instances our secondary recovery services provide for us to earn additional fees when legal action is required.

When we provide check authorization and electronic check conversion services we typically earn revenue based upon the number of transactions we process through our data center.

Due to their interrelated nature, we often bundle check authorization, check processing and check recovery services into combined service packages and market these packages under our LASRä brand name (Live Authorization Settlement and Recovery).

When we provide mainframe based payment software modules to clients who are of sufficient size and possess the technical capability to process financial transactions in-house, or through their own data center, we typically earn revenue by way of a fixed software license fee. In some instances we also earn revenue by way of royalties that are typically based upon a fixed sale price or on a usage or transaction basis.

When we provide clients licenses to our intellectual property estate that includes four U.S. patents describing electronic check processing methods, we typically earn revenue from release fees for potential past infringement and ongoing royalty fees.

In a former, separate business segment, we owned and managed a 332-acre manufactured home retirement property known as Wildwood Estates, in Wildwood, Florida. Operations included the sale of manufactured homes and lots. In exchange for monthly maintenance fees, we provided the resident community with certain amenities and services

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commonly associated with similar developments. During the year ended March 31, 2004, we sold the Wildwood Estates property for total gross proceeds of approximately $2.4 million cash.

We now concentrate all our activity in the financial payment processing segment and provide our financial payment processing services from our office locations in Scottsdale, Arizona, Wichita, Kansas and Dallas, Texas.

Total revenue for the three months ended December 31, 2004 was approximately $1.5 million, approximately a 37.5% decrease from total revenue of approximately $2.4 million for the three months ended December 31, 2003. This decrease is primarily attributable to a decrease in revenue related to the licensing of our intellectual property estate and partially attributable to a decrease in revenue associated with our electronic check verification and primary check collections business.

Revenue from release fees and other one-time fees associated with the licensing of our intellectual property estate decreased by approximately $556,000 for the three months ended December 31, 2004 as compared to the three months ended December 31, 2003. This decrease represents approximately 60% of the total decrease in revenue for the three months ended December 31, 2004 versus the three months ended December 31, 2003. We expect that revenue from licensing our intellectual property may fluctuate significantly from quarter to quarter and we cannot give any assurance as to the level of licensing revenue that will be realized in future periods.

Revenue from electronic check verification decreased approximately 15.3% from approximately $281,000 for the three months ended December 31, 2003 to approximately $238,000 for the three months ended December 31, 2004. This decrease was mainly attributable to us no longer providing check authorization services to 7-Eleven, formerly our largest customer which was responsible for approximately 27.3% of our electronic check verification revenue for the three months ended December 31, 2003.

Revenue from our primary check collections business decreased approximately 59.3% from approximately $858,000 for the three months ended December 31, 2003 to approximately $349,000 for the three months ended December 31, 2004. The reduction in revenue from our primary check collections business was mainly attributable to us no longer providing check recovery services to 7-Eleven, formerly our largest customer which was responsible for approximately 43.3% of revenue from our primary check collections business for the three months ended December 31, 2003. Revenue from our secondary check collections business increased approximately 20.6% from approximately $500,000 for the three months ended December 31, 2003 to approximately $603,000 for the three months ended December 31, 2004. This increase was mainly attributable to an increase in collections of the principal amount and related fees of returned checks assigned for secondary recovery.

Revenue from our licensing of certain payment software modules was approximately $50,000 for the three months ended December 31, 2004, compared to approximately $25,000 for the three months ended December 31, 2003.

Revenue from royalties received from CheckFree Corporation pertaining to their marketing of the PEP+ reACH™ product was approximately $65,000 for the three months ended December 31, 2004, versus Nil for the three months ended December 31, 2003. We believe future royalties are dependent upon the continued successful marketing by CheckFree Corporation of the PEP+ reACH™ product.

During the three months ended December 31, 2004, revenue from and associated with our largest customer amounted to approximately 22.4% of total revenue as compared to approximately 10.9% of total revenue for the three months ended December 31, 2003. We may be economically dependent on revenue from this customer.

Costs of operations decreased from approximately $1.5 million for the three months ended December 31, 2003, to approximately $1.3 million for the three months ended December 31, 2004, a decrease of approximately 13.3%. Cost of operations consist of transaction processing costs, personnel costs, equipment related costs and telecommunication costs. The decrease was partially attributable to certain cost reductions, including staff reductions, implemented during the third quarter of our fiscal year ended March 31, 2004 and partially attributable to certain cost reductions associated with us no longer providing check authorization and recovery services to 7-Eleven. We continue to seek ways to reduce costs of operations.

Sales, general and administrative expenses consist primarily of personnel costs, commissions, office facilities, travel, promotional events such as trade shows, seminars and technical conferences, public relations and professional service fees, which include legal fees, audit fees, SEC compliance costs and costs related to compliance with the Sarbanes-Oxley Act of 2002. Sales, general and administrative expenses increased to approximately $651,000 from

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approximately $631,000 for the three months ended December 31, 2004 and 2003, respectively, an increase of approximately 3.2%. The increase in sales, general and administrative expense is primarily attributable to an increase in professional fees, including auditing and accounting fees, of approximately $135,000 associated with the continuing compliance with the Sarbanes-Oxley Act of 2002. We expect further increases in professional fees, including auditing and accounting fees, associated with the continuing compliance with the Sarbanes-Oxley Act of 2002. We also anticipate increases in professional fees, including legal fees, and other related costs associated with our patent infringement lawsuit and intellectual property enforcement activities. We believe these costs may have a material effect on our liquidity, capital resources and results of operations.

Amortization and depreciation decreased to approximately $319,000 from approximately $483,000 for the three months ended December 31, 2004 and 2003, respectively. The decrease was primarily attributable to certain capital assets, acquired through previous years' acquisitions, which had become fully depreciated.

In our fiscal year ended March 31, 2004, we adopted new accounting standards which require fair value accounting for all stock options issued subsequent to April 1, 2003. The total fair value stock-based compensation is amortized over the vesting period resulting in a stock-based compensation expense of approximately $159,000 for the three months ended December 31, 2004 versus approximately $35,000 for the three months ended December 31, 2003.

Other income was approximately $11,000 for the three months ended December 31, 2004 compared to other expenses of approximately $2,000 for the three months ended December 31, 2003. Other income for the three months ended December 31, 2004 was primarily attributable to a gain on disposal of a capital asset of approximately $13,000.

Basic and diluted loss per share from continuing operations were both approximately ($0.05) for the three months ended December 31, 2004, as compared to approximately ($0.01) for the three months ended December 31, 2003.

Revenue from release fees and other one-time fees associated with the licensing of our intellectual property estate decreased by approximately $556,000 for the nine months ended December 31, 2004 as compared to the nine months ended December 31, 2003. This decrease represents approximately 60% of the total decrease in revenue for the nine months ended December 31, 2004 versus the nine months ended December 31, 2003. We expect that revenue from licensing our intellectual property may fluctuate significantly from quarter to quarter and we cannot give any assurance as to the level of licensing revenue that will be realized in future periods.

Revenue from electronic check verification decreased approximately 14% from approximately $897,000 for the nine months ended December 31, 2003 to approximately $771,000 for the nine months ended December 31, 2004. The reduction in revenue from electronic check verification was primarily attributable to us no longer providing electronic check verification services to 7-Eleven, formerly our largest customer which was responsible for approximately 18.8% of revenue from our electronic check verification services for the nine months ended December 31, 2003.

Revenue from our primary check collections business decreased approximately 36% from approximately $2.5 million for the nine months ended December 31, 2003 to approximately $1.6 million for the nine months ended December 31,

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2004. The reduction in revenue from our primary check collections business was primarily attributable to us no longer providing check recovery services to 7-Eleven, formerly our largest customer which was responsible for approximately 43.8% of revenue from our primary check collections business for the nine months ended December 31, 2003. Revenue from our secondary check collections business increased approximately 33.3% from approximately $1.5 million for the nine months ended December 31, 2003 to approximately $2.0 million for the nine months ended December 31, 2004. This increase was mainly attributable to an increase in collections of the principal amount and related fees of returned checks assigned for secondary recovery.

Revenue from our licensing of certain payment software modules was approximately $105,000 for the nine months ended December 31, 2004, compared to approximately $95,000 for the nine months ended December 31, 2003.

Revenue from royalties received from CheckFree Corporation pertaining to their marketing of the PEP+ reACH™ product was approximately $197,000 for the nine months ended December 31, 2004, versus Nil for the nine months ended December 31, 2003. We believe future royalties are dependent upon the continued successful marketing by CheckFree Corporation of the PEP+ reACH™ product.

During the nine months ended December 31, 2004, revenue from and associated with our largest customer amounted to approximately 19.5% of total revenue as compared to approximately 12.7% of total revenue for the nine months ended December 31, 2003. We may be economically dependent on revenue from this customer.

We ceased providing check authorization and recovery services to 7-Eleven on May 31, 2004. We believe that replacement revenue may come from sales of our electronic check verification, recovery and electronic check conversion products and services to existing and new merchant clients, the licensing of our patented technology regarding electronic check processing and royalties from software licensing agreements. Failure to successfully replace some or all of this revenue could have a material adverse effect on our liquidity, capital resources or results of operations.

Costs of operations decreased from approximately $4.9 million for the nine months ended December 31, 2003, to approximately $4.1 million for the nine months ended December 31, 2004, a decrease of approximately 16.3%. Cost of operations consist of transaction processing costs, personnel costs, equipment related costs and telecommunication costs. The decrease was partially attributable to certain cost reductions, including staff reductions, implemented during the third quarter of our fiscal year ended March 31, 2004 and partially attributable to certain cost reductions associated with us no longer providing check authorization and recovery services to 7-Eleven. We continue to seek ways to reduce costs of operations.

Sales, general and administrative expenses consist primarily of personnel costs, commissions, office facilities, travel, promotional events such as trade shows, seminars and technical conferences, public relations and professional service fees, which include legal fees, audit fees, SEC compliance costs and costs related to compliance with the Sarbanes-Oxley Act of 2002. Sales, general and administrative expenses decreased to approximately $1.7 million from approximately $1.9 million for the nine months ended December 31, 2004 and 2003, respectively, a decrease of approximately 10.5%. The decrease in sales, general and administrative expense is primarily attributable to lower costs associated with the reduction of personnel and reduced general corporate expenses offset by increases in professional fees, including auditing and accounting fees, of approximately $155,000 associated with the continuing compliance with the Sarbanes-Oxley Act of 2002. We expect further increases in professio nal fees, including auditing and accounting fees, associated with the continuing compliance with the Sarbanes-Oxley Act of 2002. We also anticipate increases in professional fees, including legal fees, and other related costs associated with our patent infringement lawsuit and intellectual property enforcement activities. We believe these costs may have a material effect on our liquidity, capital resources and results of operations.

Amortization and depreciation decreased to approximately $1.1 million from approximately $1.6 million for the nine months ended December 31, 2004 and 2003, respectively. The decrease was primarily attributable to certain capital assets, acquired through previous years' acquisitions, which had become fully depreciated.

In our fiscal year ended March 31, 2004, we adopted new accounting standards which require fair value accounting for all stock options issued subsequent to April 1, 2003. During the nine months ended December 31, 2004, we granted a total of 635,000 stock options under our 1996 Stock Option Plan and 1998 Stock Incentive Plan. The total fair value stock-based compensation is amortized over the vesting period resulting in a stock-based compensation expense of approximately $1.3 million for the nine months ended December 31, 2004 versus approximately $51,000 for the nine months ended December 31, 2003.

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Other income was approximately $3,000 for the nine months ended December 31, 2004 compared to other expenses of approximately $59,000 for the nine months ended December 31, 2003.

Basic and diluted loss per share from continuing operations were both approximately ($0.16) for the nine months ended December 31, 2004, as compared to approximately ($0.12) for the nine months ended December 31, 2003.

Our liquidity and financial position consisted of approximately $6.7 million in working capital as of December 31, 2004, compared to approximately $5.6 million in working capital as of March 31, 2004. The increase in working capital was attributable to cash flows provided by financing activities of continuing operations of approximately $1.8 million offset by cash used in operating activities of continuing operations of approximately $302,000. Cash used in operating activities of continuing operations related to normal operating activities and a decrease in accounts payable and accrued liabilities of approximately $42,000, a decrease of prepaid expenses of approximately $159,000 and a decrease in accounts receivable of approximately $204,000. Cash flows used in operating activities of continuing operations were approximately $302,000 for the nine months ended December 31, 2004 compared to cash flows used in operating activities of continuing operations of approximately $766,000 for the nine months ended December 31, 2003. Cash provided by investing activities of continuing operations was approximately $80,000 for the nine months ended December 31, 2004 as compared to cash used in investing activities of continuing operations of approximately $264,000 for the nine months ended December 31, 2003, respectively. The increase was primarily attributed to the maturity of short-term investments of approximately $184,000 during the nine months ended December 31, 2004. Cash provided by financing activities of continuing operations was approximately $1.8 million for the nine months ended December 31, 2004 compared to cash used in financing activities of continuing operations of approximately $55,000 for the nine months ended December 31, 2003. The increase in cash provided by financing activities of continuing operations is primarily due to the increase in proceeds from exercise of options of our common stock.

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Intellectual property litigation can be expensive and we anticipate spending substantial funds in the enforcement of our intellectual property which may include instituting other litigation against entities who we believe are infringing our intellectual property. We believe that existing cash and cash equivalent balances, and potential cash flows from operations should satisfy our working capital and capital expenditure requirements in the foreseeable future. However, any material acquisitions of complementary businesses, products or technologies, other arrangements, litigation costs, unexpected losses, or an economic slowdown in the retail industry could require us to obtain additional equity or debt financing. There can be no assurance that such financing would be available on acceptable terms, if at all.

There have been no changes to our critical accounting policies since March 31, 2004. For a description of our critical accounting policies, see our Annual Report on Form 10-K for the year ended March 31, 2004 filed with the Securities and Exchange Commission.

In addition to the legal matters previously reported in our Annual Report filed on Form 10-K for the year ended March 31, 2004, as filed with the Securities and Exchange Commission on June 14, 2004 (file no. 0-13959), we are party from time to time to ordinary litigation incidental to our business, none of which is expected to have a material adverse effect on our results of operations, financial position or liquidity. See also "Part II - Other Information (Item 1 - Legal Proceedings)".

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From March 31, 2004, until December 31, 2004, there were no material changes from the information concerning market risk contained in our Annual Report on Form 10-K for the year ended March 31, 2004, as filed with the Securities and Exchange Commission on June 14, 2004 (file no. 0-13959).

An evaluation of the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e), was carried out by management with the participation of the Chief Executive Officer and Chief Accounting Officer as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and Chief Accounting Officer have concluded that such controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q. As required by Exchange Act Rule 13a-15(d), management, with the participation of the Chief Executive Officer and Chief Accounting Officer, also conducted an evaluation of our internal control over financial reporting to determine whether changes occurred during the quarter ended December 31, 2004 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, there has been n o such change during the quarter ended December 31, 2004.

During the quarter, and consistent with the objectives of Section 404 of the Sarbanes-Oxley Act of 2002, we have prepared initial documentation of our controls over financial reporting and have recently commenced testing of those controls but have not yet completed this testing. Our documentation and testing to date have identified certain deficiencies in the documentation, design and effectiveness of internal controls over financial reporting. Some of these deficiencies were remediated during the quarter and some are currently in the process of being remediated. However, there can be no assurance that any deficiency will not constitute what we or our independent auditors conclude is a significant deficiency or a material weakness in internal control over financial reporting

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On July 14, 2004 we filed suit in the U.S. District Court for the District of Delaware against four companies who provide equipment, systems and services that convert paper checks presented at the point of sale into electronic transactions. In the suit, we allege that these four companies infringe three of our U.S. patents. We are seeking damages and injunctive and other relief for the alleged willful infringement of these patents. A federal judge has set a trial date of April 17, 2006 in this matter. Prior to the end of the quarter ended December 31, 2004, one of the defendants filed a counterclaim for declaratory relief. The defendant is seeking a declaratory judgment that each of the patents-in-suit is invalid, unenforceable, not infringed by the defendant and that the court determine that this is an extraordinary and exceptional case and award the defendant it's attorney's fees and litigation expenses. We believe that this counterclaim is without merit and we do not expect it to have a material adverse effect on our results of operations, financial position or liquidity.

In addition to the legal matters as described herein and as previously reported in our Annual Report on Form 10-K for the year ended March 31, 2004, as filed with the Securities and Exchange Commission on June 14, 2004 (file no. 0-13959), we are party from time to time to ordinary litigation incidental to our business, none of which is expected to have a material adverse effect on our results of operations, financial position or liquidity.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

LML PAYMENT SYSTEMS INC.

By: /s/ Richard R. Schulz

Chief Accounting Officer (Duly Authorized Officer and Chief Accounting Officer)

Date: February 9, 2005