UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Form 10-K/A
 
(Amendment No. 1)
ANNUAL REPORTS PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
 
R
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended: September 30, 2009
 
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from              to
 
Commission file number 000-23025
 
Notify Technology Corporation
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of
incorporation or organization)
77-0382248
(I.R.S. Employer
Identification Number)
   
1054 S. De Anza Blvd., Suite 105, San Jose, California
(Address of principal executive offices)
95129
(Zip code)
 
Registrant’s telephone number, including area code:
(408) 777-7920
 
Securities registered pursuant to Section 12(b) of the Act:  None
 
Securities registered pursuant to Section 12(g) of the Act:
 
Common Stock, $0.001 par value
  (Title of Class)
 
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  o   No  R
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  o   No  R
 
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  R    No  o
 
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  o    No  o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o
 
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 (check one):
 
Large Accelerated Filer  o
Accelerated Filer  o
Non-Accelerated Filer  o
(Do not check if a smaller
reporting company)
Smaller Reporting Company  R
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o   No  R
 
The aggregate market value of the voting and non-voting Common Stock held by non-affiliates of the registrant as of March 31, 2009 (the last business day of the registrant’s most recently completed second fiscal quarter) was $   1,641,666 based upon the closing sales price reported for such date on the OTC Bulletin Board. For purposes of this disclosure, shares of Common Stock held by persons who hold more than 5% of the outstanding shares of Common Stock and shares held by officers and directors of the registrant have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily conclusive for other purposes.
 
At December 3, 2009, registrant had 14,075,662 outstanding shares of Common Stock.
 
Documents Incorporated By Reference:  None
 
 
 
 
 
EXPLANATORY NOTE
 
This Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) amends the Annual Report on Form 10-K of Notify Technology Corporation (the “Company”) for the fiscal year ended September 30, 2009, filed with the Securities and Exchange Commission on December 29, 2009 (the “Original 10-K”).  This Amendment No. 1 is being filed for the sole purpose of including the certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 (the “Certifications”), which were inadvertently omitted when the Original 10-K was filed.
 
Except as described above, this Amendment No. 1 does not amend any other information set forth in the Original 10-K and the Company has not updated disclosures included therein to reflect any events that occurred subsequent to the date of the Original 10-K.  Accordingly, this Amendment No. 1 should be read in conjunction with the Original 10-K.
 
 
 
 
 
 
 
PART IV
 
ITEM 15. Exhibits and Financial Statement Schedules.

(a)            3.  Exhibits

The following is a list of exhibits filed as part of this Amendment No. 1:

31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 

 
 
 
 
SIGNATURES
 
In accordance with Section 13 or 15(d) 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.
 
 
 

 
NOTIFY TECHNOLOGY CORPORATION
       
       
Dated: December 30, 2009
By:
/s/ Gerald W. Rice
 
   
Gerald W. Rice
Chief Financial Officer
 

 
 
 
 
EXHIBIT INDEX
 

31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 

 
 
 
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