Remark Holdings
HSW International, Inc. (Form: 10-Q/A, Received: 12/08/2011 16:37:29)


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM 10-Q/A
(Amendment No. 3)

x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011

OR

o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission file number 001-33720
________________________________________

HSW INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

Delaware
 
33-1135689
(State of Incorporation)
 
(I.R.S. Employer
   
Identification Number)

Six Concourse Parkway, Suite 1500
Atlanta, Georgia 30328
 (Address of principal executive offices, including zip code)

770-821-6670
 (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 (§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   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.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o
 
Accelerated filer o
Non-accelerated filer o
 
Smaller reporting company x
(Do not check if a smaller reporting company)
   
 
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

At August 15, 2011, the number of common shares outstanding was 5,424,455.


 
 

 
 
Explanatory Note

On November 21, 2011, HSW International, Inc. (the “Company”, “HSWI”) filed with the United States Securities and Exchange Commission (“SEC”) Amendment No. 2 to Form 10-Q (“Amendment No. 2”) to amend and restate its Quarterly Report on Form 10-Q for the three months and six months ended June 30, 2011 filed with the SEC on August 15, 2011 (the “Original Report”) and amended by Amendment No. 1 on August 25, 2011 to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.  The purpose of Amendment No. 2 was to amend and restate the Company’s condensed consolidated financial statements, financial data and related disclosures to record an adjustment to the investment in unconsolidated affiliate balance related to a noncash gain resulting from a change of interest in HSWI’s investee. This correction required the Company to restate the unaudited interim financial statements as of and for the three months and six months ended June 30, 2011.  This Amendment No. 3 amends the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2011, as amended and restated by Amendment No. 2, solely to furnish Exhibit 101 in accordance with Rule 405 of Regulation S-T.

The disclosures in this Form 10-Q/A continue to reflect the Company’s financial condition as of the date of the Original Report, have not been updated to reflect subsequent events identified after the filing of the Original Report and do not modify or update the disclosures in the Original Report except to the extent Amendment No. 2 amended and restated the Original Report.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.


 
 

 

Item 6.  Exhibits

 
 
 
Exhibit
   
Number
 
Description of Document
     
     
31.1*
 
Certification by the Principal Executive Officer pursuant to Section 240.13a-14 or section 240.15d-14 of the Securities and Exchange Act of 1934, as amended
     
31.2*
 
Certification by the Principal Financial and Accounting Officer pursuant to Section 240.13a-14 or section 240.15d-14 of the Securities and Exchange Act of 1934, as amended
     
32*
 
Certification by the Principal Executive Officer and Certification by the Principal Financial and Accounting Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
101.INS**
 
XBRL Instance Document
     
101.SCH**
 
XBRL Taxonomy Extension Schema
     
101.CAL**
 
XBRL Taxonomy Extension Calculation Linkbase
     
101.LAB**
 
XBRL Taxonomy Extension Label Linkbase
     
101.PRE**
 
XBRL Taxonomy Extension Presentation Linkbase
     

_________________________

 
*
Previously included as an exhibit to HSW International Inc.’s Quarterly Report on Form 10-Q/A for the period ended June 30, 2011 filed on November 21, 2011.

 
**
These exhibits are furnished to the SEC as accompanying documents and are not to be deemed “filed” for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended, and Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of these Sections nor shall they be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.



 
 

 

SIGNATURE


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.



 
HSW INTERNATIONAL, INC.
   
   
Date: December 8, 2011
By:
/s/ Shawn G. Meredith
 
   
Shawn G. Meredith
   
Chief Financial Officer