Edgar Filing: Visiphor CORP

CC Filed by Filing Services Canada Inc. 403-717-3898

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1

FORM 10-KSB

(Mark One)

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2006

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file Number: 000-30090

VISIPHOR CORPORATION
(Name of small business issuer in its charter)


Canada (State or other jurisdiction of incorporation or organization)		Not Applicable (I.R.S. Employer Identification No.)

Suite 1100 – 4710 Kingsway, Burnaby, British Columbia V5H 4M2
(Address of principal executive offices) ( Zip Code)

Issuer's telephone number: (604) 684-2449

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

Common Shares, no par value

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of the issuer’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. x

Indicate by check mark whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

The Issuer’s revenues for its most recent fiscal year. Cdn$6,383,383

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of March 22, 2007, was US$0.066

The number of shares outstanding of each of the Issuer’s classes of equity as of March 22, 2007, was 44,114,775 common shares.

Transitional Small Business Disclosure Format: Yes o No x

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-KSB (the “Amendment”) hereby amends the Form 10-KSB of Visiphor Corporation for the fiscal year ended December 31, 2006, as originally filed with the Securities and Exchange Commission on March 26, 2006 (the “Original Filing”). The Amendment is being filed solely to correct the omission of attachment number 23.1 entitled “Consent of Grant Thornton, LLP” from the Original Filing. No other material changes have been made.

Item 13. Exhibits.

The following exhibits are filed (or incorporated by reference herein) as part of this Form 10-KSB:


	Exhibit Number	Description
	2.1⁽⁷⁾	Share Purchase Agreement dated October 5, 2005, among Michael James Hilton, Thomas James Healy, Ronald E. Matthews, Jason Fyfe, Paul McHenry, Simon Chester, Adam Bowron, Sunaptic Solutions Inc. and Visiphor
	3.1⁽⁵⁾	Articles of Continuance
	3.2⁽⁵⁾	Bylaw No.1
	4.1⁽¹⁾	Shareholder Agreement dated February 23, 1999 among the original shareholders and the Former Visiphor Shareholders
	10.1⁽²⁾	Revolving Line of Credit dated February 21, 2003 between Visiphor and Altaf Nazerali
	10.2⁽²⁾	Amended and Restated Loan Agreement: RevolvingLine of Credit dated April 15, 2003 between Visiphor and Altaf Nazerali
	10.3⁽²⁾	General Security Agreement dated April 15, 2003 between Visiphor and Altaf Nazerali
	10.4⁽²⁾	Grid Promissory Note dated February 21, 2003 between Visiphor and Altaf Nazerali
	10.5⁽²⁾	Grid Promissory Note Amended and Restated dated April 15, 2003 between Visiphor and Altaf Nazerali
	10.6⁽²⁾	Source Code License Agreement dated April 15, 2003 between Visiphor and Altaf Nazerali
	10.7⁽²⁾	Source Code Escrow Agreement dated April 15, 2003 between Visiphor and Altaf Nazerali
	10.8⁽³⁾	Debenture Agreement between Visiphor and 414826 B.C. Ltd dated May 30, 2003
	10.9⁽⁴⁾	Consulting Agreement dated July 15, 2003 between Visiphor and Roy Trivet
	10.10⁽⁶⁾	Visiphor Corporation Stock Option Plan
	10.11⁽⁸⁾	Sublease Agreement between Shaw Cablesystems Limited and Visiphor
	10.12⁽⁸⁾	Release of Claims Agreement between OSI Systems, Inc. and Visiphor dated September 14, 2005
	10.13⁽⁹⁾	Placement Agent Agreement, effective as of November 7, 2005, between Visiphor and Certain Agents.
	10.14^{(10) *}	Lease Agreement between Bremmvic Holdings Limited and Visiphor dated September 14, 2005
	10.15^{(10) *}	Sublease agreement between International Vision Direct and Visiphor dated November 1, 2004
	10.16^{(10) *}	Consulting Agreement with Trivett Holdings and Visiphor dated January 1, 2005
	10.17^{(10) *}	Consulting Agreement with TelePartners and Visiphor dated January 1, 2005
	10.18^{(10) *}	Consulting Agreement with AG Kassam and Visiphor dated January 1, 2005
	10.19^{(10) *}	Employment Agreement with Colby James Smith and Visiphor dated January 1, 2005
	10.20⁽¹⁰⁾	Consulting Agreement with Oliver “Buck” Revell and Visiphor dated January 1, 2005
	10.21⁽¹¹⁾	Convertible Secured Debenture of Visiphor in favor of Quorum Secured Equity Trust in the Principal Sum of Cdn$1,600,00, due December 15, 2009
	10.22⁽¹¹⁾	Performance Warrant to purchase up to 2,350,000 common shares of Visiphor at a price of Cdn$0.30 per common share
	10.23⁽¹¹⁾	Subscription Agreement dated July 12, 2006 addressed to Visiphor and executed by Quorum Secured Equity Trust
	10.24⁽¹¹⁾	General Security Agreement dated July 12, 2006 in favor of Quorum Secured Equity Trust between Visiphor and Quorum Secured Equity Trust
	10.25⁽¹¹⁾	Postponement and Subordination Agreement dated July 12, 2006 between Roy Trivett, Quorum Secured Equity Trust and Visiphor
	10.26⁽¹¹⁾	Postponement and Subordination Agreement dated July 12, 2006 between Keith Kretschmer, Quorum Secured Equity Trust and Visiphor
	10.27⁽¹¹⁾	Promissory Note of Visiphor dated July 12, 2006 in the amount of Cdn$85,000 payable to Roy Trivett
	10.28⁽¹¹⁾	Promissory Note of Visiphor dated July 12, 2006 in the amount of US$400,000 payable to Keith Kretschmer
	10.29⁽¹¹⁾	General Assignment of Accounts Receivable by Visiphor to Roy Trivett dated July 12, 2006
	10.30⁽¹¹⁾	General Assignment of Accounts Receivable by Visiphor to Keith Kretschmer dated July 12, 2006
	10.30^{(12) *}	Consulting Agreement between Visiphor and MIVA Holdings, Inc. dated September 16, 2006
	23.1	Consent of Grant Thornton, LLP
	24.1	Powers of Attorney (included on signature page)
	31.1	Section 302 Certification
	31.2	Section 302 Certification
	32.1⁽¹³⁾	Section 906 Certification
	32.2⁽¹³⁾	Section 906 Certification
	99.1⁽¹⁴⁾	Form 51-901F as required by the British Columbia Securities Commission

_______________________

* Indicates a management contract or compensatory plan or arrangement

(1)

Previously filed as part of Visiphor’s Registration Statement on Form 10-SB filed on September 8, 1999 (File No. 000-30090).

(2)

Previously filed as part of Visiphor’s Quarterly Report on Form 10-QSB for the period ended March 31, 2003.

(3)

Previously filed as part of Visiphor’s Quarterly Report on Form 10-QSB for the period ended September 30, 2003.

(4)

Previously filed as part of Visiphor’s Quarterly Report on Form 10-QSB for the period ended September 30, 2003.

(5)

Previously filed as part of Visiphor’s Current Report on Form 8-K filed on July 18, 2005.

(6)

Previously filed as part of Visiphor’s Form S-8 filed on August 19, 2005.

(7)

Previously filed as part of Visiphor’s Current Report on Form 8-K filed on November 25, 2005.

(8)

Previously filed as part of Visiphor’s Quarterly Report on Form 10-QSB for the period ended September 30, 2005.

(9)

Previously filed as part of Visiphor’s Current Report on Form 8-K filed on December 7, 2005.

(10)

Previously filed as part of Visiphor’s Annual Report on Form 10-KSB for the period ended December 31, 2005.

(11)

Previously filed as part of Visiphor’s Current Report on Form 8-K filed July 20, 2006.

(12)

Previously filed as part of Visiphor’s Current Report on Form 8-K filed on September 28, 2006.

(13)

Previously filed as part of Visiphor’s Annual Report on Form 10-KSB for the period ended December 31, 2006, filed on March 26, 2007.

(14)

This exhibit was previously filed as Exhibit 99.2 in Visiphor’s Annual Report on Form 10-KSB for the period ended December 31, 2006, filed on March 26, 2007.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Vancouver, Province of British Columbia, on March 30, 2007.

VISIPHOR CORPORATION

/s/ Roy Trivett

Roy Trivett

President and Chief Executive Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signature	Title	Date
*
____________________ Oliver Revell	Chairman and Director	March 30, 2007
/s/ Roy Trivett
____________________ Roy Trivett	Chief Executive Officer and Director (principal executive officer )	March 30, 2007
*
____________________ Sunil Amin	Chief Financial Officer (principal financial and accounting officer)	March 30, 2007
*
____________________ Clyde Farnsworth	Director	March 30, 2007
*
____________________ Al Kassam	Director	March 30, 2007
*
____________________ Norman Inkster	Director	March 30, 2007
*
____________________ Keith Kretschmer	Director	March 30, 2007
*
____________________ Michael Volker	Director	March 30, 2007
*
____________________ Wanda Dorosz	Director	March 30, 2007

* By: /s/ Roy Trivett March 30, 2007

Attorney-in-Fact

Exhibit 23.1

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Exhibit 31.1

CERTIFICATION

I, Sunil Amin, certify that:

I have reviewed this annual report on Form 10-KSB of Visiphor Corporation;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)

Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: March 30, 2007

/s/ Sunil Amin
Sunil Amin
Chief Financial Officer

(principal financial and accounting officer)

Exhibit 31.2

CERTIFICATION

I, Roy Trivett, certify that:

I have reviewed this annual report on Form 10-KSB of Visiphor Corporation;

(a)

(b)

(c)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: March 30, 2007

/s/ Roy Trivett
Roy Trivett
Chief Executive Officer

(principal executive officer)