UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 40-F/A

(Amendment No. 1)

 

 

 

☐ Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

OR

 

☒ Annual report pursuant to Section 13 (a) or 15(d) of the Securities Exchange Act of 1934

 

For the fiscal year ended December 31, 2016

 

Commission File Number: 333-204175

 

 

 

RESAAS SERVICES INC.

(Exact name of Registrant as specified in its charter)

 

 

 

British Columbia, Canada 7374 Not Applicable
(Province or other jurisdiction
of incorporation or
organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer
Identification Number)
 

 

1550 – 401 West Georgia Street

Vancouver, British Columbia V6B 5A1

(604) 558-2929

 
  (Address and telephone number of
Registrant’s principal executive offices) 		 
     
 

J. Chris Morgando

11920 Southern Highlands Pkwy

Las Vegas, Nevada 89141

(702) 823-3600

 
(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: None

 

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:

 

Common Shares, no par value

 

For annual reports, indicate by check mark the information filed with this Form:

 

☒  Annual Information Form   ☒  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: 39,172,469 Common Shares as of December 31, 2016

 

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.

 

☒  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 (§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).

 

☐  Yes  ☐  No

 

 

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EXPLANATORY NOTE

 

RESAAS Services, Inc. (the “ Registrant ”) is filing this Amendment No. 1 on Form 40-F/A (“ Amendment No. 1 ”) to the Registrant’s Annual Report on Form 40-F for the fiscal year ended December 31, 2016, filed with the United States Securities and Exchange Commission on May 2, 2017 (the “ Original Form 40-F ”), for the sole purpose of filing revised principal executive officer and principal financial officer certifications required by Section 302 of the Sarbanes-Oxley Act of 2002, in conformity with Form 40-F, including certain references in paragraph 4 of each certification to internal control over financial reporting that were inadvertently omitted from the certifications filed with the Original Form 40-F. In accordance with applicable SEC guidance in Compliance and Disclosure Interpretation 246.13, this Form 40-F/A contains only the cover page, this explanatory note, a signature page, an exhibit index to this Amendment No. 1, and the revised officer certifications omitting paragraph 3 thereof, which are filed as Exhibits 99.1 and 99.2 herewith.

 

Except as described above, no changes have been made to the Original Form 40-F and this Amendment No. 1 does not modify, amend, or update in any way the financial or other information set forth in the Original Form 40-F. This Amendment No. 1 does not reflect any events that have occurred subsequent to May 2, 2017, the filing date of the Original Form 40-F. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 40-F and the Company’s subsequent filings made with and documents furnished to the SEC since May 2, 2017.

 

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SIGNATURES

 

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 Amendment No. 1 to the Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  RESAAS SERVICES INC.  
   
  /s/ Tom Rossiter
  Name:  Tom Rossiter
  Title:    Chief Executive Officer
Date: December 18, 2017  

 

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EXHIBIT INDEX

 

Exhibit   Description
     

99.1

 

Revised Certificate of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002

     

99.2

 

Revised Certificate of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002

 

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