10-Q/A

  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, 2011

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT

Commission file number: 000-525-33

ACCREDITED MEMBERS HOLDING CORPORATION

 (Exact name of the registrant as specified in its charter)

Colorado	20-8097439
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

2 N. Cascade Avenue, Suite 1400

Colorado Springs, CO 80903

(Address of principal executive offices)

719-265-5821

Telephone number, including

Area code

(Former name or former address if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 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 (§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). Yes o No o

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company:

Large accelerated filer o       Accelerated filer o       Non-accelerated filer o       Smaller reporting Company x

There were 32,839,857 shares of the issuer's common stock, par value $0.001, outstanding as of May 9, 2011.

EXPLANATORY NOTE

We are amending our Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, which was filed with the Securities and Exchange Commission on May 16, 2011 (the “Original Report”).  This Amendment No. 1 (this “Amendment”) is being filed solely to correct an administrative error in the form of agreement filed as Exhibit 10.1 with the Original Filing.  As noted herein, and in the Original Filing, the Company has requested confidential treatment for the agreement filed as Exhibit 10.1.

As required by Rule 12b-15 of the Securities Exchange Act of 1934, new certifications by our principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment.  This Amendment does not reflect events occurring after the filing of the Original Report and does not modify or update other disclosures in the Original Report, and, accordingly, it should be read in conjunction with the Original Report.

Item 6. EXHIBITS

Exhibit No.	Title
10.1	Agreement between Accredited Members, Inc. and Ben Stein dated March 9, 2011 (Confidential treatment requested). Filed herewith.
31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (J.W. Roth, Chief Executive Officer).
31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (David Lavigne, Chief Financial Officer).
32.1	Certification Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (J.W. Roth, Chief Executive Officer).
32.2	Certification Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (David Lavigne, Chief Financial Officer).

In accordance with the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on our behalf by the undersigned, thereunto duly authorized.

	ACCREDITED MEMBERS HOLDING CORPORATION
Date:  August 8, 2011	By:	/s/  Dave Lavigne
		Chief Financial Officer
Date:  August 8, 2011	By:	/s/ J.W. Roth
		Chief Executive Officer

EX-10.1

Exhibit 10.1

**Note:  Confidential Information has been omitted pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission

ACCREDITED MEMBERS, INC.

March 9, 2011

Mr. Ben Stein

__________________________________

RE:           Agreement

Dear Mr. Stein:

Accredited Members Inc. (“AMI”) is excited that you have agreed to provide certain services for and on behalf of AMI and serve as the face of AMI’s national membership campaign.  To that end AMI appreciates that you have agreed to permit AMI to use your name and likeness in promoting its business in general and AMI memberships (see attached brochure) in various mediums including print and the internet in advertisements, our website, and in sales presentations.  This letter sets forth the mutual understanding and agreements between yourself and AMI by which you have agreed to provide certain services on behalf of AMI.

1.           Services.   AMI provides various investment related products and services primarily focusing on micro-cap companies, including: the publication of investment related research and information regarding microcap companies; the publication of a magazine; maintaining a website that includes financial information; and holding conferences intended for individuals and companies to identify and build relationships.  To help AMI promote its business Mr. Stein will perform the following services for and on behalf of AMI:

a.           Mr. Stein will make himself available for a video and photo shoot in Los Angles California on March 25 2011.  At that time AMI and its representatives will shoot a brief video in which Mr. Stein will appear and speak, and will also take various pictures with and of Mr. Stein.  During the video and photo shoot Mr. Stein will promote the benefits of AMI’s products and services (including memberships, its research, as well as the benefits of using investment research in micro cap investment allocations).  All videos and photographs taken will be used by AMI to promote its business in written materials, on AMI’s website, as well as in promotional materials and advertisements.

b.           Mr. Stein will make himself available the same day as the film/video production/shoot outlined above for his photograph to be taken with products and materials developed by, and intended to promote, AMI (such as AMI analyst reports & the AMI Magazine).  AMI will use these photos in various forms of its materials and through various mediums, including its written materials ass well as print and internet advertisements.

2.           Name and Likeness.

a.           During the term of this letter agreement Mr. Stein hereby grants AMI a non-exclusive (except as otherwise indicated) worldwide right and license to use Mr. Stein’s name and likeness (including but not limited to the photographs and video taken in accordance with section one above) for the promotion of its business activities and operations and for the offer and sale of its products and services (including on its website, written materials, and in all forms of advertisements in print and on the internet).

b.           Mr. Stein acknowledges and agrees that during the term of this letter agreement he will not permit his name and likeness to be used with respect to the promotion of companies, or other products and services, that are competitive to those provided by and through AMI more specifically investment research.

c.           Prior to their initial use, any written materials or videos to be used by AMI using Mr. Stein’s name and likeness will be subject to Mr. Stein’s prior approval, which shall not be unreasonably withheld.

3           Fees and Expenses.

a.           During the term of this letter agreement AMI will pay Mr. Stein $, *** [Confidential treatment requested — the omitted information has been filed separately with the Securities and Exchange Commission] through four quarterly payments of $ *** [Confidential treatment requested — the omitted information has been filed separately with the Securities and Exchange Commission]. The first payment will be made on the execution of this letter agreement (which is intended to be the payment for the period of April 1, 2001 through June 30, 2011). The second payment would be due to Mr. Stein on July 1, 2011, the third payment will be due October 1, 2011 and the final payment will be due January 1, 2012.

b.           AMI will pay all of Mr. Stein’s reasonable expenses in performing services for and on behalf of AMI, including travel related expenses (if any).

4.           Term of the Agreement.  This agreement between AMI and Mr. Stein is for a term through March 31, 2012. At any time AMI and Mr. Stein may mutually elect to renew their agreements and understandings set forth in this letter agreement or enter into another agreement on mutually agreeable terms and conditions.

5.           Restrictions.  During the term of this letter agreement Mr. Stein will not endorse, promote, or permit his name and likeness to be used for the promotion of other providers of investment research or companies that provide similar products and services to AMI.

6.           Public Statements.

a.           Mr. Stein acknowledges that AMI through its parent company Accredited Members Holding Corporation may have an obligation to disclose the terms of this letter agreement in accordance with the federal securities laws.

b.           Mr. Stein understands that AMI (or its parent company) may issue one or more press releases concerning this letter agreement and the relationship between Mr. Stein and AMI. Mr. Stein shall have the opportunity to review any such news release prior to its dissemination.

7.           Confidentiality.  Mr. Stein acknowledges that he may receive information regarding AMI that is not public and/or is otherwise proprietary or confidential.  Mr. Stein agrees not to disclose such information to anyone outside of AMI, and further agrees not to use such information for any purpose, except for the benefit of AMI.  This restriction does not apply to any information that AMI makes public.

2

8.           Remedies. Both AMI and Mr. Stein agree and acknowledge that the breach or threatened breach by Mr. Stein of the terms of this letter agreement may result in significant and continuing injury to AMI, the monetary value of which would be impossible to establish. Therefore, Mr. Stein agrees that AMI shall be entitled to seek equitable relief or injunctive relief in the event of any breach or threatened breach of this agreement between the parties.  AMI shall also be entitled to any other remedies available to it pursuant to law or this letter agreement.

9.           Signatures.  This letter agreement may be executed in one or more counterparts which when taken together will constitute one and the same instrument.  Execution of the document by facsimile or pdf shall be considered an original document.

10.           Governing Law; Venue.  Any disputes arising from the agreements and understanding set forth in this letter agreement will be governed by and construed under the laws of the State of Colorado without regard to conflicts of laws principles. Venue for any such dispute shall be the federal and state courts located in the metropolitan area of Denver, Colorado.

11.           Entire Agreement. This Agreement represents the entire agreement between the parties and supersedes all prior negotiations, representations, agreements, arrangements, and understandings, if any, either written or oral, between the parties with respect to the subject matter of this Agreement, none of which shall be used to interpret or construe this Agreement.

12.           Assignment Prohibited.  No assignment of this letter agreement shall be made without the prior written consent of the other party.

If this letter correctly sets forth your understanding of the terms of our agreement, kindly so acknowledge by signing the duplicate copy of this letter and returning it to the undersigned.

Very truly yours,

ACCREDEDITED MEMBERS, INC.

By:       /s/ J.W. Roth  

J.W. Roth, Co-Chairman

The terms set forth in this letter agreement are agreed and acknowledged as of this 10th day of March, 2011.

/s/ Ben Stein

 BEN STEIN

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, J.W. Roth, certify that:

1. I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of Accredited Members Holding Corporation;

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 registrant as of, and for, the periods presented in this report;

4. The registrant’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 registrant 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 registrant, 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 registrant’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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

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 registrant’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 registrant’s internal control over financial reporting.

Date:	August 8, 2011
By:	/s/ J.W. Roth J.W. Roth Chief Executive Officer (principal executive officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David Lavigne, certify that:

1. I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of Accredited Members Holding Corporation;

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 registrant as of, and for, the periods presented in this report;

4. The registrant’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 registrant 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 registrant, 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 registrant’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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

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 registrant’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 registrant’s internal control over financial reporting.

Date:	August 8, 2011
By:	/s/ David Lavigne David Lavigne Chief Financial Officer (principal financial officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with Amendment No. 1 to the Quarterly Report on Form 10-Q/A of Accredited Members Holding Corporation (the “Registrant”) for the period ended March 31, 2011, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, J.W. Roth, Chief Executive Officer of the Registrant, certify, pursuant to 18 U.S.C. §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.

Date:	August 8, 2011
By:	/s/ J.W. Roth J.W. Roth Chief Executive Officer (principal executive officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with Amendment No. 1 to the Quarterly Report on Form 10-Q/A of Accredited Members Holding Corporation (the “Registrant”) for the period ended March 31, 2011, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Lavigne Chief Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. §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.

Date:	August 8, 2011
By:	/s/ David Lavigne David Lavigne Chief Financial Officer (principal financial officer)