UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
|
For the Quarter Ended December
31, 2008
|
Commission File Number 001-12629
|
NATIONAL
HOLDINGS CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
|
36-4128138
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
Identification
No.)
|
120 Broadway,
27th Floor, New York, NY 10271
(Address
including zip code of principal executive offices)
Registrant’s
telephone number, including area code: (212)
417-8000
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 No
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 definition of “accelerated filer”, “large accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check
one).
Large
Accelerated Filer o Accelerated
Filer o
Non-Accelerated
Filer o Smaller
Reporting Company x
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
July 13, 2009 there were 17,150,704 shares of the registrant's common stock
outstanding.
Explanatory
Note
This
Amendment No. 1 on Form 10-Q/A amends the Quarterly Report on Form 10-Q for
the fiscal quarter ended December 31, 2008 that we previously filed with the
Securities and Exchange Commission on February 17, 2009. We are filing this
Amendment No. 1 solely for the purpose of amending Part II, Item 6,
Exhibits 31.1 and 31.2 to include introductory language in paragraph 4 referring
to internal control over financial reporting.
This
Amendment No. 1 amends Exhibits 31.1 and 31.2 only. All other items and
exhibits contained in the Form 10-Q as filed on February 17, 2009 remain
unchanged. This Amendment No. 1 does not reflect facts or events occurring
after the original file date of February 17, 2009 nor modify (except as set
forth above) or update the disclosures in any way.
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.
NATIONAL
HOLDINGS CORPORATION AND SUBSIDIARIES
|
July
13, 2009
|
By:
/s/ Mark
Goldwasser
|
|
|
Mark
Goldwasser
Chief
Executive Officer
|
|
July
13, 2009
|
By: /s/ Alan B.
Levin
|
Alan B. Levin
Chief
Financial Officer