Amendment to Annual Report
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-KSB/A
| [X] |
ANNUAL
REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the
fiscal year ended June
30, 2005
| [
] |
TRANSITION
REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT OF
1934
|
For
the
Transition Period from ________ to ________
Commission
File No. 0-15949
INTERNATIONAL
MICROCOMPUTER SOFTWARE, INC.
(Name
of
Small business issuer in its charter)
|
CALIFORNIA
|
94-2862863
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
| |
|
|
100
ROWLAND WAY, NOVATO, CALIFORNIA
|
94945
|
|
(Address
of principal executive offices)
|
(Zip
code)
|
| |
|
|
(415)
878-4000
|
|
Issuer's
telephone number
|
Securities
registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the Act: Common
stock, 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 registrant was required to file such reports), and (2) has been
subject
to such filing requirements for the past 90 days. Yes
[X] No [ ]
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 registrant'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]
Issuer’s
revenues for its most recent fiscal year: $13,874,000.
The
aggregate market value of the voting and non-voting common stock held by
non-affiliates computed by reference to the average bid and asked price of
the
common stock as of August
24, 2005 was
approximately $21,770,000.
As
of
August
24, 2005, 29,968,802
Shares
of Issuer’s common stock, no par value, were outstanding.
Documents
incorporated by reference: None
Transitional
small business disclosure format: Yes
[ ] No
[X]
EXPLANATORY
NOTE
The
purpose of this Form 10-KSB/A is to replace Exhibits 31.1 and 31.2 of Annual
Report on Form 10-KSB (the "Form 10-K") of INTERNATIONAL MICROCOMPUTER SOFTWARE,
INC. (the "Company") for its fiscal year ended June 30, 2005, as filed with
the
Securities and Exchange Commission on September 28, 2005. Except as set forth
in
this Form 10-KSB/A, this Form 10-KSB/A does not reflect any events that occurred
after the filing of the Form 10-KSB or modify, amend or update any disclosures
contained in the Form 10-KSB to reflect any subsequent events. Except as
set
forth in this Form 10-KSB/A, the Company is not making any changes to, or
updating any disclosures contained in, the Form 10-KSB.
SIGNATURES
Pursuant
to the requirement of Section 13 or 15(d) of the Securities Exchange Act
of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Novato, State of
California on September 28, 2005.
INTERNATIONAL
MICROCOMPUTER SOFTWARE, INC.
Martin
Wade III
Chief
Executive Officer
| By: |
/s/
ROBERT O’CALLAHAN
|
Robert
O’Callahan
Chief
Financial Officer (Principal Accounting Officer)
POWER
OF ATTORNEY
KNOW
ALL
BY THESE PRESENTS that each individual whose signature appears below constitutes
and appoints Martin Wade III and Robert O’Callahan, and each of them, his
attorneys-in-fact, and agents, each with the power of substitution and
re-substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Report on Form 10-KSB, and to file the same, with all exhibits thereto
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to
all
intents and purposes as he might or could do in person, hereby ratifying
and
confirming all that said attorneys-in-fact and agents or any of them, or
his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant
to the Requirement of the Securities Exchange Act of 1934, the following
persons
in the capacities and on September 28, 2005, have signed this report
below.
Bruce
Galloway
Director
& Chairman of the Board of Directors
Martin
Wade III
Director
Donald
Perlyn
Director
Evan
Binn
Director
Robert
Mayer
Director
| By: |
/s/
ROBERT S. FALCONE
|
Robert
S.
Falcone
Director
| By: |
/s/
RICHARD J. BERMAN
|
Richard
J. Berman
Director
INDEX
TO EXHIBITS
|
Number
|
Exhibit
Title
|
|
| |
|
|
|
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
|
|