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.

Title10.1

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 CORPORATIONDate:  August 8, 2011
By:
/s/  Dave LavigneChief Financial OfficerDate:  August 8, 2011
By:
/s/ J.W. RothChief Executive Officer