UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 March 31, 2012

OR



| ̈ | 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: 000-52073





SXC HEALTH SOLUTIONS CORP.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Yukon Territory                                                |  | 75-2578509                             
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification Number)

2441 Warrenville Road, Suite 610, Lisle, IL 60532-3642

(Address of principal executive offices, zip code)

(800) 282-3232

(Registrants phone number, including area
code)





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 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  x    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or 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 |  | x                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

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

As of April 30, 2012, there were 62,903,146 of the Registrants common shares, no par value per share, outstanding.









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Explanatory Note

This Amendment No. 1 to the Quarterly Report on Form 10-Q of SXC Health Solutions Corp. for the quarter ended March 31, 2012, originally filed on May 4, 2012 (the Original
Filing), is being filed solely to correct an error in the number of common shares outstanding as of April 30, 2012 shown on the cover page and in the section captioned Outstanding Securities in Part I, Item 2. The correct
number of common shares outstanding as of such date is 62,903,146, as indicated on the cover page of this Amendment No. 1.

Pursuant to
Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-Q/A also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been
included in this Form 10-Q/A and this Form 10-Q/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.

Except as described above, no other changes have been made to the Original Filing, and this Form 10-Q/A does not modify, amend or update in any way any
of the financial or other information contained in the Original Filing. This Form 10-Q/A does not reflect events that may have occurred subsequent to the filing date of the Original Filing.



2



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SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|            |  |  |  |                            |  |                                                                                                                                     
|----------- |  |  |  | -------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------
|            |  |  |  | SXC Health Solutions Corp.
|            |  |  | 
|May 9, 2012 |  |  |  | By:                        |  | /s/ Jeffrey Park                                                                                                                    
|            |  |  |  |                            |  |                                                                                                                                     
|            |  |  |  |                            |  | Jeffrey Park                                                                                                                        
|            |  |  |  |                            |  | Executive Vice President and Chief Financial Officer (on behalf of the registrant and as principal financial and accounting officer)



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EXHIBIT INDEX



|               |  |                                                                                                             |  |               
|-------------- |  | ----------------------------------------------------------------------------------------------------------- |  | --------------
|Exhibit Number |  | Description of Document                                                                                     |  | Reference     
|               |  |                                                                                                            
|31.1           |  | Rule 13a-14(a)/15d-14(a) Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act, as amended |  | Filed herewith
|               |  |                                                                                                            
|31.2           |  | Rule 13a-14(a)/15d-14(a) Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act, as amended |  | Filed herewith