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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**Washington, D.C. 20549___________________________**FORM 10-K/A**________________________________

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

For the fiscal year ended December31, 2012

  

** ̈                             TRANSITION REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

  

For the transition period from         to

  

Commission file number 0-54862  

**ADB INTERNATIONALGROUP, INC.**(Exact Name Of RegistrantAs Specified In Its Charter)
New    Jersey22-2930106(State of Incorporation)(I.R.S. Employer Identification No.)     1440    West Bitters Road, #1931, San Antonio, TX78248(Address of Principal Executive Offices)(ZIP Code)
 Registrant'sTelephone Number, Including Area Code: (407) 496-3000

SecuritiesRegistered Pursuant to Section 12(g) of The Act: Common Stock, $0.0001

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days. Yes x No  ̈Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the best of theregistrant's knowledge, in the definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K.  ̈

On March 31, 2013,the aggregate market value of the 55,686,812 common stock held by non-affiliates of theRegistrant was approximately $556,868 based on the last trade of the Registrants commonstock on March 31, 2013. On March 31, 2013, the Registrant had 76,994,799 shares of commonstock outstanding.

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer (asdefined in Rule 12b-2 of the Exchange Act) or a smallerreporting company.
Large accelerated    filer  ̈Accelerated filer  ̈ Non-Accelerated    filer  ̈ Smaller reporting    company x
Indicate by check mark whether the registrant is a shellcompany (as defined in Rule 12b-2 of the Exchange Act). Yes  ̈ No x
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EXPLANATORY NOTE

The purpose of this Amendment No. 1 on Form 10-K/A is tocorrect an error on the cover page that indicated that the Company is a shell company. 

There are no other changes to the Original Form 10-K otherthan the one outlined above. Except as required to reflect the change noted above, thisAmendment No. 1 on Form 10-K does not purport to provide a general update or discussion ofany other developments involving the Company subsequent to the filing of the Original Form10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the OriginalForm 10-K as filed on April 12, 2013 with the Securities and Exchange Commission.

 
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**SIGNATURES**

Pursuant to therequirements of the Securities Exchange Act of 1934, this report has been signed below bythe following persons on behalf of the registrant and in the capacities and on the dateindicated.
/s/ Shahar GinsbergSharar Ginsberg*  CEO and CFO      Dated: April  23, 2013*