XTSE:BU Burcon NutraScience Corp Annual Report 40-F/A Filing - 3/31/2012

Effective Date 3/31/2012

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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

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

For the fiscal year ended March 31, 2012 Commission File Number 001-35289


________

Burcon NutraScience Corporation
(Exact name of registrant as specified in its charter)

Yukon Territory 2075 98-0686585
(Province or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number)


1946 West Broadway
Vancouver, British Columbia V6J 1Z2
(604) 733-0896
(Address and telephone number of registrant’s principal executive offices)

________

DL Services, Inc.
Columbia Center
701 Fifth Avenue, Suite 6100
Seattle, WA 98104-7043
(206) 903-8800
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

________





Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class: Name of Each Exchange On Which Registered:
Common Shares Nasdaq Stock Market LLC


Securities 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: None

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

[ X ] Annual Information Form [ X ] Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the registrant’s classes of capital or common stock as of the close of the period covered by the annual report: 29,993,074

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.

[ X ] 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

This Amendment No. 1 on Form 40-F/A (“Amendment No. 1”) to the Annual Report on Form 40-F (the “Original Form 40-F”) of Burcon NutraScience Corporation (the “Registrant”) for the fiscal year ended March 31, 2012 originally filed with the Securities and Exchange Commission (the “SEC”) on June 26, 2012, is being filed to include the signature of the Registrant’s independent auditor, PricewaterhouseCoopers LLP, in the independent auditor’s report dated June 22, 2012, relating to the Registrant’s audited annual consolidated financial statements for the year ended March 31, 2012 and notes thereto, which signature was inadvertently omitted from the Original Form 40-F filed with the SEC.

The Registrant has included in this Amendment No. 1 new certifications of its Chief Executive Officer and Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, and a new consent from PricewaterhouseCoopers LLP in respect of the abovementioned independent auditor’s report.

Except as set forth above, this Amendment No. 1 does not modify or update the disclosures in the Original Form 40-F. The disclosures in this Amendment No. 1 do not reflect events occurring after the date of the Original Form 40-F. Accordingly, this Amendment No. 1 should be read in conjunction with the Registrant’s other filings made with the SEC subsequent to the filing of the Original Form 40-F, as information in such filings may update or supersede certain information contained in those filings as well as in this Amendment No. 1.

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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 Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

  BURCON NUTRASCIENCE CORPORATION
  “/s/ Allan Yap”
  Name: Allan Yap
  Title: Chairman and Chief Executive Officer
Date: July 12, 2012  


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EXHIBIT INDEX

The following documents are being filed with the SEC as exhibits to this Annual Report on Form 40-F.

Exhibit Description

 

  Annual Information
99.1 Annual Information Form of the Registrant for the year ended March 31, 2012*
99.2 Audited Annual Consolidated Financial Statements and notes thereto for the year ended March 31, 2012 presented in accordance with International Financial Reporting Standards together with the report of auditors thereon
99.3 Management’s Discussion and Analysis of the Registrant for the year ended March 31, 2012*
  Certifications
99.4 Certifications by the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.5 Certifications by the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.6 Certifications by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.7 Certifications by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  Consents
99.8 Consent of PricewaterhouseCoopers LLP


* Previously filed with the Original Form 40-F

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