| 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 June 30, 2012 | ||
| ¨ | 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 000-10822 | ||
| Intelligent Communication Enterprise Corporation | ||
| (Exact name of registrant as specified in its charter) | ||
| Pennsylvania | 25-1229323 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 75 High Street | ||
| Singapore | 179435 | |
| (Address of principal executive offices) | (Zip Code) | |
| +65 6595-6637 | ||
| (Registrant’s telephone number) | ||
| n/a | ||
| (Former name, former address and former fiscal year, if changed since last report) | ||
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 (§ 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).
| x | 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer ¨ |
Non-accelerated filer o | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| ¨ | Yes | x | No |
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of August 13, 2012, the issuer had one class of common stock, with a par value of $0.0001, of which 625,881,006 shares were issued and outstanding.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 (“Amendment”) to our quarterly report on Form 10-Q for the period ended June 30, 2012, originally filed with the U.S. Securities and Exchange Commission on August 14, 2012, is solely to furnish Exhibit 101 in accordance with Rule 405 of Regulation S-T.
No other changes have been made in this Amendment. This Amendment speaks as of the original date of our Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files attached hereto as Exhibit 101 are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.
PART II—OTHER INFORMATION
ITEM 6. EXHIBITS
The following exhibits are filed as a part of this report:
| Exhibit Number* | Title of Document | Location | ||
| Item 31 | Rule 13a-14(a)/15d-14(a) Certifications | |||
| 31.01 | Certification of Principal Executive Officer Pursuant to Rule 13a-14 | Incorporated by reference from the quarterly report on Form 10-Q filed August 14, 2012. | ||
| 31.02 | Certification of Principal Financial Officer Pursuant to Rule 13a-14 | Incorporated by reference from the quarterly report on Form 10-Q filed August 14, 2012. | ||
| Item 32 | Section 1350 Certifications | |||
| 32.01 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer) | Incorporated by reference from the quarterly report on Form 10-Q filed August 14, 2012. | ||
| 32.02 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer) | Incorporated by reference from the quarterly report on Form 10-Q filed August 14, 2012. | ||
| Item 101 | Interactive Data File | |||
| 101 | Interactive Data File | Attached |
_______________
| * | All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document. |
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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 its report to be signed on its behalf by the undersigned thereunto duly authorized.
| Registrant | ||
INTELLIGENT COMMUNICATION ENTERPRISE CORPORATION | ||
| Date: August 24, 2012 | By: | /s/ Victor Jeffery |
| Victor Jeffery, President and | ||
| Chief Executive Officer | ||
| Date: August 24, 2012 | By: | /s/ Sarocha Hatthasakul |
| Sarocha Hatthasakul | ||
| Chief Financial Officer | ||
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