UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
AMENDMENT NO. 1
[ ] Registration Statement pursuant to Section 12(b) or (g) of the Securities
Exchange Act of 1934
or
[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006
or
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _________ to _________
or
[ ] Shell Company Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file number: 001-32558
IMA EXPLORATION INC.
(Exact name of Registrant as specified in its charter)
IMA EXPLORATION INC.
(Translation of Registrant's name into English)
BRITISH COLUMBIA
(Jurisdiction of incorporation or organization)
#709 - 837 WEST HASTINGS STREET, VANCOUVER, BRITISH COLUMBIA, CANADA V6C 3N6
(Address of principal executive offices)
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.
COMMON SHARES, NO PAR VALUE
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act.
NOT APPLICABLE
(Title of Class)
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the period covered by the annual report.
52,013,064 COMMON SHARES AS OF DECEMBER 31, 2006
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
Yes No X
----- -----
If this report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.
Yes No X
----- -----
Note - Checking the box above will not relieve any registrant required to file
reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
from their obligations under those Sections.
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 X No
----- -----
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer Accelerated filer X Non-accelerated filer
--- --- ---
Indicate by check mark which financial statement item the registrant has elected
to follow.
Item 17 X Item 18
------ -----
If this is an annual report, indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act) Yes No X
--- ---
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EXPLANATORY NOTE
The registrant is filing this Amendment No. 1 to its annual report on Form 20-F
for the year ended December 31, 2006 (filed with the Securities and Exchange
Commission on April 2, 2007 (the "original filing")) to reflect that the
registrant is an "accelerated filer" as defined in Rule 12b-2 of the Exchange
Act.
Accordingly, required disclosures appearing solely on the following pages have
been amended:
Page 2 The registrant has indicated by check mark that it is an
Accelerated Filer
Page 61 The registrant has deleted and replaced Item 15 in its entirety
with the disclosures contained in Item 15T hereto.
In addition, the registrant has attached hereto the exhibits required as a
result of this amendment, as set forth in Item 19 below. Except for these
specific amendments, the registrant has not made any modifications or updates to
the original filing, and all other information contained in the original filing
remains unchanged. This amendment does not describe other information, events or
development occurring after the original filing, including exhibits, or modify
or update those disclosures affected by any subsequent events. This amendment
should be read in conjunction with the registrant's fillings made with the
Securities and Exchange Commission subsequent to the original filing, as
information in such reports and documents may update or supersede certain
information contained in this amendment.
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ITEM 15T. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
An evaluation was performed under the supervision and with the participation of
the Company's management, including Mr. Grosso, the Company's Chief Executive
Officer, and Mr. Lang, the Company's Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures pursuant to Rules 13a-15(b) and 15d-15(b) of the Securities
Exchange Act of 1934 (the "Exchange Act") as of December 31, 2006. Based upon
that evaluation, Messrs. Grosso and Lang, concluded that the Company's
disclosure controls and procedures are effective to ensure that information
required to be disclosed by the Company in reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in Securities and Exchange Commission rules and
forms.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The Company's management, including Mr. Grosso, the Company's Chief Executive
Officer, and Mr. Lang, the Company's Chief Financial Officer, is responsible for
establishing and maintaining adequate internal control over the Company's
financial reporting, as such term is defined in Rule 13a-15(f) under the
Exchange Act. The Company's internal control system was designed to provide
reasonable assurance to the Company's management and its board of directors
regarding the reliability of financial reporting and the preparation and fair
presentation of published financial statements for external purposes in
accordance with generally accepted accounting principles. All internal control
systems, no matter how well designed, have inherent limitations. Therefore, even
those systems determined to be effective can provide only reasonable assurances
with respect to financial statement preparation and presentation. Also,
projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may decline.
The Company's management, (with the participation of Mr. Grosso, the Company's
Chief Executive Officer, and Mr. Lang, the Company's Chief Financial Officer),
conducted an evaluation, pursuant to Rule 13a-15(c) under the Exchange Act, of
the effectiveness, as of the end of the period covered by this Annual Report, of
the Company's internal control over financial reporting based on the criteria
set forth in Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on the results of
this evaluation, management assessed the effectiveness of the Company's internal
control over financial reporting as at December 31, 2006 and concluded that its
internal control over financial reporting was effective as of December 31, 2006.
This Annual Report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the SEC that
permit the Company to provide only management's report in this Annual Report.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
During the fiscal year ended December 31, 2006, there were no changes in the
Company's internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
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ITEM 19. EXHIBITS.
The following exhibits are filed in support of the statements contained herein
and are in addition to those exhibits previously filed as Exhibits to the
original filing with the Commission:
Exhibit
Number Description
12.1 Certification of Joseph Grosso Pursuant to Rule 13a-14(a)
12.2 Certification of Arthur Lang Pursuant to Rule 13a-14(a)
13.1 Certification of Joseph Grosso Pursuant to 18 U.S.C. Section 1350
13.2 Certification of Arthur Lang Pursuant to 18 U.S.C. Section 1350
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing
on Form 20-F/A and that it has duly caused and authorized the undersigned to
sign this annual report on its behalf.
IMA EXPLORATION INC.
Dated: MAY 15, 2007 /s/ ARTHUR LANG
-------------- -----------------------------------------
Arthur Lang,
Chief Financial Officer, and Director
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