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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549





FORM 10-Q/A

Amendment No. 1







|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2009



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

FOR THE TRANSITION PERIOD FROM             TO             .

Commission file number: 0-26680





NICHOLAS FINANCIAL, INC.

(Exact Name of Registrant
as Specified in its Charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|British Columbia, Canada                                       |  | 8736-3354                           
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



|                                                         |  |           
|-------------------------------------------------------- |  | ----------
|2454 McMullen Booth Road, Building C Clearwater, Florida |  | 33759     
|(Address of Principal Executive Offices)                 |  | (Zip Code)

(727)
726-0763

(Registrants telephone number, including area code)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 and 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter periods 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 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 during the preceding 12 months (or
for such shorter period that the Registrant was required to submit and post such files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  |  ̈ |  | Smaller reporting company |  | x

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    Yes   ̈    No  x

As of
January 31, 2010, the registrant had 11,717,220 shares of common stock outstanding.









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NICHOLAS FINANCIAL, INC.

FORM 10-Q/A

Amendment No. 1

TABLE OF CONTENTS



|         |  |                   |  |     
|-------- |  | ----------------- |  | ----
|         |  |                   |  | Page
|Part II. |  | Other Information |  |     
|         |  |                  
|Item 6.  |  | Exhibits          |  | 2   

Explanatory Note

This Amendment No. 1 to Quarterly Report on Form 10-Q/A (the Amendment) of Nicholas Financial, Inc. (the
Company) is being filed solely to refile Exhibit 10.1 to include the exhibits and schedules to the Companys Second Amended and Restated Loan and Security Agreement, dated January 12, 2010.

Except as identified in the immediately preceding paragraph, no other items included in the original Quarterly Report on Form 10-Q for the three months
ended December 31, 2009 have been amended. Additionally, this Amendment does not purport to provide an update for or a discussion of any developments subsequent to the filing of the original Form 10-Q.



1



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PART II. OTHER INFORMATION



|ITEM 6. | EXHIBITS
|------- | --------

See exhibit index following the
signature page.



2



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned
thereunto duly authorized.

NICHOLAS FINANCIAL, INC.

(Registrant)



|                     |  |  |  |                                     
|-------------------- |  |  |  | ------------------------------------
|Date: March 23, 2010 |  |  |  | /s/ Peter L. Vosotas                
|                     |  |  |  | Peter L. Vosotas                    
|                     |  |  |  | Chairman of the Board, President,   
|                     |  |  |  | Chief Executive Officer and Director
|                     |  | 
|Date: March 23, 2010 |  |  |  | /s/ Ralph T. Finkenbrink            
|                     |  |  |  | Ralph T. Finkenbrink                
|                     |  |  |  | Senior Vice President,              
|                     |  |  |  | Chief Financial Officer and Director



3



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EXHIBIT INDEX



|            |  |                                                                                                                               
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                   
|            | 
|10.1        |  | Second Amended and Restated Loan and Security Agreement, dated January 12, 2010 (including the exhibits and schedules thereto)
|            | 
|31.1        |  | Certification of the President and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002          
|            | 
|31.2        |  | Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                        



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