10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

or

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

For the transition period from to

Stellar Pharmaceuticals Inc.

(Exact name of registrant as in its charter)

Ontario, Canada	000-31198	Not applicable
(State or other jurisdiction of  incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
544 Egerton St, London, Ontario Canada, N5W 3Z8
(Address of principal executive offices)

(519) 434-1540

Registrant’s telephone number including area code:  610-767-3875

Securities registered under Section 12 (b) of the Exchange Act: None

Securities registered under Section 12 (g) of the Exchange Act: Common Stock, no par value

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 þ

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 þ

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 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 þ 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 the 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.  Yes o  No þ

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 o	Accelerated filer o	Non-accelerated filer o	Smaller reporting company þ
		(Do not check if a smaller reporting company)

As of March 30, 2010, the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the average bid and asked price of such common equity, as of such date, was $14,055,480(Cdn.).

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

On December 31, 2009, 23,480,040 shares of the registrant’s common stock were issued and outstanding.

Explanatory Note 

This Amendment to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, as filed on March 30, 2010 (the "Original Filing"), is filed in response to comments set forth in a letter dated December 13, 2010 received by the Company from the United States Securities and Exchange Commission (the "SEC").  In response to such comments, we are advising the reader of the removal of the independent auditors report for Deloitte & Touche as submitted in the Original Filing.

Except as otherwise expressly set forth herein, all of the information in this Form 10-K/A is as of March 30, 2010, the date the Corporation filed the Original Filing with the SEC.  This Form 10-K/A continues to speak as of the date of the Original Filing and does not reflect any subsequent information or events other than as expressly set forth otherwise in this Form 10-K/A.  Accordingly, this Form 10-K/A should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Filing, including any amendments to those filings.  Among other things, forward-looking statements made in the Original Filing have not been revise d to reflect events, results or developments that occurred or facts that became known to us after the date of the Original Filing, other than this amendment.

This Form 10-K/A is filed solely to provide an amendment for the exclusion of the report of the Company’s independent auditor Deloitte & Touche which was included in the Original Filing.  All other information contained in the Original Filing is unchanged.

Item 13.       Exhibits and Reports on Form 8-K.

(a)           Exhibits

Exhibit No.	Description of Exhibit	Sequential Page Number
31.1	Certification of Chief Executive Officer
31.2	Certification of Chief Financial Officer
32.1	Certification of Chief Executive Officer
32.2	Certification of Chief Financial Officer

SIGNATURES

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

	Stellar Pharmaceuticals Inc.
Date: January 12, 2011	By:	/s/ ARNOLD TENNEY
	Name:	Arnold Tenney
	Title:	Chairman of the Board

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: January 12, 2011	By:	/s/ ARNOLD TENNEY
	Name:	Arnold Tenney
	Title:	Chairman of the Board

Date: January 12, 2011	By:	/s/ PETER RIEHL
	Name:	Peter Riehl
	Title:	Chief Executive Officer

Date: January 12, 2011	By:	/s/ JOHN J. KIME
	Name:	John J. Kime
	Title:	Director

Date: January 12, 2011	By:	/s/ JOHN M. GREGORY
	Name:	John M. Gregory
	Title:	Director

Date: January 12, 2011	By:	/s/ F. MARTY THRASHER
	Name:	F. Marty Thrasher
	Title:	Director

Date: January 12, 2011	By:	/s/ STEVEN H. GOLDMAN
	Name:	Steven H. Goldman
	Title:	Director

Date: January 12, 2011	By:	/s/ JANICE M. CLARKE
	Name:	Janice M. Clarke
	Title:	Chief Financial Officer/ Principle Accounting Officer

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO RULE 13A-14

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

(SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)

I, Peter Riehl, certify that:

1. I have reviewed this annual report on Form 10-K/A for the year ending December 31, 2009 of Stellar Pharmaceuticals Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the small business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5. Subject to the qualification as noted as Item 4 of the Company’s Management and Discussion Analysis report, the small business issuer's other certifying officer(s) and I have disclosed:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: January 12, 2011

/s/ Peter Riehl

Peter Riehl

President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO RULE 13A-14

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

(SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)

I, Janice Clarke, certify that:

1. I have reviewed this annual report on Form 10-K/A for the year ending December 31, 2009 of Stellar Pharmaceuticals Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the small business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5. Subject to the qualification as noted as Item 4 of the Company’s Management and Discussion Analysis report, the small business issuer's other certifying officer(s) and I have disclosed:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: January 12, 2011

/s/ Janice Clarke

Janice Clarke

Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 (AS ADOPTED

PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002)

In connection with the annual report of Stellar Pharmaceuticals Inc. (the “Company”) on Form 10-K/A for the year ended December 31, 2009as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Peter Riehl, Chief Executive Officer, certify to my knowledge and in my capacity as an officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and,

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

Date: January 12, 2011

/s/ Peter Riehl

Peter Riehl

President and Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 (AS ADOPTED

PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002)

In connection with the annual report of Stellar Pharmaceuticals Inc. (the “Company”) on Form 10-K/A for the year ended December 31, 2009as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Janice Clarke, Chief Financial Officer, certify to my knowledge and in my capacity as an officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and,

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

Date:  January 12, 2011

/s/  Janice Clarke

Janice Clarke

Chief Financial Officer