Attached files

file filename
EX-10.1 - Zoompass Holdings, Inc.ex10_1.htm
EX-4.3 - Zoompass Holdings, Inc.ex4_3.htm
EX-4 - Zoompass Holdings, Inc.ex4_2.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K/A

(Mark One)
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2016
 
OR
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____

Commission File No. 333-203997

ZOOMPASS HOLDINGS, INC.
 (Exact name of registrant as specified in its charter)


Nevada
30-0796392
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
   
107 Atlantic Ave. , Suite 201
Toronto, Ontario M6K1Y2
(Address of principal executive offices, including Zip Code)
 
(416) 767-8920
(Registrant's telephone number, including area code)
 
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, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ]
Accelerated filer [   ]
Non-accelerated filer [   ]
Smaller reporting company [X]

 
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.

Class
Outstanding as of April 21, 2017
Common stock, $0.0001 par value
39,680,731 
 
 
 
 
 

 




EXPLANATORY NOTE
 
The purpose of this Amendment No. 1 to Zoompass, Inc.'s. Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the Securities and Exchange Commission on April, 4, 2017 (the "Form 10-K"), is to add Exhibit 4.2 and Exhibit 4.3.  It is also to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).
 
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, 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.
 
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.






 
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
 
The following exhibits are filed as part of this Form 10-K:
 
 
 
Exhibit No.
   
Description
     
3.1
 
 
 
 
3.2
 
 
 
 
3.3
 
 
 
 
4.2*
 
2016 Stock Incentive Plan 
 
 
 
4.3*
 
Form of Stock Award Agreement
     
10.1*
 
Form of Share Exchange Agreement, effective as of August 22, 2016, by and among UVCC, Inc., Zoompass, Inc. and shareholders of Zoompass, Inc.
 
 
 
10.2
 
 
 
 
10.3
 
 
 
 
10.4
 
 
 
 
10.5
 
31.1
 
31.2
 
32.1
 
32.2
 
101.INS*
 
 XBRL Instance Document
101.SCH*
 
 XBRL Taxonomy Extension Schema Document
101.CAL*
 
 XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
 
 XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
 
 XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
 
 XBRL Taxonomy Extension Presentation Linkbase Document
 
 
* Filed herewith
 
 
 



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 May 3, 2017.

   
 
ZOOMPASS HOLDINGS, INC.
 
 
May 15, 2017
 
 
By: /s/ Brian Morales
    Brian Morales
Chief Financial Officer