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.
 
or
 
  o
Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Commission file number:   000-54341
 
X-FACTOR COMMUNICATIONS HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
45-1545032
(I.R.S. Employer Identification No.)

3 Empire Blvd., 5 th Floor, South Hackensack, NJ 07606
(Address of Principal Executive Offices, including Zip Code)
 
201-518-1925
(Registrant’s Telephone Number, including Area Code)
 
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  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  ý
 
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
 
The number of shares outstanding of the registrant’s common stock as of August 14, 2012 was 15,327,307.
 
 
 
 
 
EXPLANATORY NOTE
 
The purpose of this Amendment No. 1 to the quarterly report on Form 10-Q of X-Factor Communications Holdings, Inc. (the “Company”) for the quarterly period ended June 30, 2012, as originally filed with the Securities and Exchange Commission on August 14, 2012 (the “Original Form 10-Q”), is solely to furnish Exhibit 101 to the Original Form 10-Q in accordance with Rule 405 of Regulation S-T.
 
Exhibit 101 consists of the following materials from the Company’s Original Form 10-Q formatted in XBRL (eXtensible Business Reporting Language):
 
 
101.INS
XBRL Instance Document** 
     
 
101.SCH
XBRL Extension Schema Document**
     
 
101.CAL
XBRL Extension Calculation Linkbase Document**
     
 
101.DEF
XBRL Extension Definition Linkbase Document**
     
 
101.LAB
XBRL Extension Labels Linkbase Document**
     
 
101.PRE
XBRL Extension Presentation Linkbase Document**
  
This Amendment No. 1 does not reflect events occurring after August 14, 2012 and does not update or modify in any way the consolidated results of operations, financial position, cash flows or other disclosures in the Company’s Original Form 10-Q.
 
As required by Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment No. 1 to the Company’s Form 10-Q under Item 6 of Part II.
 
Pursuant to Rule 406T of Regulation S-T, the interactive files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, and Section 18 of the Securities Exchange Act of 1934, as amended.

ITEM 6. Exhibits
 
The following is a list of exhibits filed as a part of this Report:
 
Exhibit No.
 
Description
     
31.1**
 
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2**
 
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1**
 
Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
32.2**   Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
101.INS
 
XBRL Instance Document**
     
101.SCH
 
XBRL Extension Schema Document**
     
101.CAL
 
XBRL Extension Calculation Linkbase Document**
     
101.DEF
  XBRL Extension Definition Linkbase Document**
     
101.LAB
 
XBRL Extension Labels Linkbase Document**
     
101.PRE
  XBRL Extension Presentation Linkbase Document**
 
**
Filed with this Amendment No. 1 to the quarterly report on Form 10-Q.
 
 
 
 
 
SIGNATURES
 
In accordance with 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.
 
 
   X-FACTOR COMMUNICATIONS HOLDINGS, INC.
   
Date:  September 13, 2012
By: /s/ Charles Saracino                     
 
Charles Saracino, Chief Executive Officer
(Principal Executive Officer)
   
Date:  September 13, 2012
By: /s/ Edwin F. Heinen                      
 
Edwin F. Heinen, Interim Chief Financial Officer
(Principal Financial and Accounting Officer)
 
 
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