UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION





Form 10-K/A




(Amendment
No. 1)


ANNUAL
REPORTS PURSUANT TO SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934


(Mark
      One)R
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
      EXCHANGE ACT OF 1934For
      the fiscal year ended: September 30, 2009ORo
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
      EXCHANGE ACT OF 1934For
      the transition period
      from              to




Commission
file number 000-23025




Notify
Technology Corporation


(Exact
name of registrant as specified in its charter)


California
              (State
      or other jurisdiction of
              incorporation
      or organization)
            77-0382248
              (I.R.S.
      Employer
              Identification
      Number)1054
      S. De Anza Blvd., Suite 105, San Jose, California
              (Address
      of principal executive offices)
            95129
              (Zip
      code)




Registrant’s
telephone number, including area code:


(408) 777-7920




Securities
registered pursuant to Section 12(b) of the
Act:  None




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




Common
      Stock, $0.001 par value(Title
      of Class)









Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o  No R




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o  No R




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 R   No o




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 o   No o




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not 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-K or any
amendment to this Form 10-K. o




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
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act (check
one):




Large
      Accelerated Filer o
            Accelerated
      Filer o
            Non-Accelerated
      Filer o
              (Do
      not check if a smaller
              reporting
      company)
            Smaller
      Reporting Company R




Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes o  No R




The
aggregate market value of the voting and non-voting Common Stock held by
non-affiliates of the registrant as of March 31, 2009 (the last business day of
the registrant’s most recently completed second fiscal quarter) was $1,641,666 based upon the
closing sales price reported for such date on the OTC Bulletin Board. For
purposes of this disclosure, shares of Common Stock held by persons who hold
more than 5% of the outstanding shares of Common Stock and shares held by
officers and directors of the registrant have been excluded in that such persons
may be deemed to be affiliates. This determination of affiliate status is not
necessarily conclusive for other purposes.




At
December 3, 2009, registrant had 14,075,662 outstanding shares of Common
Stock.




Documents
Incorporated By Reference:  None







EXPLANATORY
NOTE




This
Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) amends the Annual Report
on Form 10-K of Notify Technology Corporation (the “Company”) for the fiscal
year ended September 30, 2009, filed with the Securities and Exchange Commission
on December 29, 2009 (the “Original 10-K”).  This Amendment No. 1 is
being filed for the sole purpose of including the certifications required by
Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 (the “Certifications”),
which were inadvertently omitted when the Original 10-K was filed.




Except as
described above, this Amendment No. 1 does not amend any other information set
forth in the Original 10-K and the Company has not updated disclosures included
therein to reflect any events that occurred subsequent to the date of the
Original 10-K.  Accordingly, this Amendment No. 1 should be read in
conjunction with the Original 10-K.













PART
IV




ITEM
15. Exhibits and Financial Statement Schedules.





(a)           3.  Exhibits





The
following is a list of exhibits filed as part of this Amendment No.
1:





31.1
            Certification
      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 200231.2
            Certification
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 200232.1
            Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to Section
      906 of the Sarbanes-Oxley Act of
2002












SIGNATURES




In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.










NOTIFY
      TECHNOLOGY CORPORATIONDated:
      December 30, 2009
            By:
            /s/ Gerald
      W. RiceGerald
      W. Rice
              Chief
      Financial Officer













EXHIBIT
INDEX







31.1
            Certification
      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 200231.2
            Certification
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 200232.1
            Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to Section
      906 of the Sarbanes-Oxley Act of
2002