UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549


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FORM 10-Q/A


(Amendment No. 1)


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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE ACT OF 1934








For The Quarter Ended March 31, 2013Commission File Number 001-33595





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Boulder Brands, Inc.


(Exact name of registrant as specified in its charter)


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Delaware20-2949397(State of or other jurisdictionof incorporation)(I.R.S. EmployerIdentification No.)








115 West Century Road, Suite 260Paramus, New Jersey07652(Address of principal executive offices)(Zip code)





Registrant’s telephone number, including area code: (201) 568-9300


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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 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


Yes x No o





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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.








Large Accelerated FileroAccelerated FilerxNon-Accelerated Filero(Do not check if a smaller reporting company)Smaller Reporting Companyo







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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





As of May 2, 2013, the Registrant had 59,504,263 shares of common stock, par value $.0001 per share, outstanding.





Explanatory Note





This Amendment No. 1 to our quarterly Report on Form 10-Q/A amends the certifications contained in our Form 10-Q for the quarterly period ended March 31, 2013, originally filed on May 2, 2013 (the “Original Filing”). We are filing this Amendment No. 1 solely for the purpose of changing the reference to September 30, 2012 on Exhibit 32.1 to the correct date of March 31, 2013 and to change the reference to Smart Balance, Inc. on Exhibits 31.1, 31.2 and 32.1 to the correct registrant name of Boulder Brands, Inc.





This Amendment No. 1 does not affect any other information contained in the Original Filing.








Item 6.    Exhibit





31.1Certification of Principal Executive Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2Certification of Principal Financial Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002













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SIGNATURES





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








May 7, 2013BOULDER BRANDS, INC.(Registrant)/s/ Stephen B. HughesStephen B. HughesChairman and Chief Executive Officer(Authorized officer of Registrant)/s/ Christine SaccoChristine SaccoChief Financial Officer, Treasurer(Principal financial officer of Registrant)











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