UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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AMENDMENT NO. 1

TO

FORM 10-Q

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þ | 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
¨ | 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: 000-53539

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As Seen On TV, Inc.

(Exact name of registrant as specified in its charter)

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Florida | 80-149096
(State or other jurisdiction | (I.R.S. Employer
of incorporation or organization) | Identification No.)

14044 Icot Boulevard, Clearwater, Florida 33760

(Address of Principal Executive Office) (Zip Code)

(727) 288-2738

(Registrant’s telephone number, including area code)

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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. | þ | Yes | ¨ | No
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).
| þ | 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.
Large accelerated filer | ¨ |  |  | Accelerated filer | ¨ |
Non-accelerated filer | ¨ | (Do not check if a smaller |  | Smaller reporting company | þ |
|  | reporting company) |  |  |  |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| ¨ | Yes | þ | No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class |  | Shares Outstanding as of August 10, 2012
Common Stock, $0.0001 Par Value Per Share |  | 32,370,784

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to As Seen On TV, Inc. Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on August 14, 2012 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q

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 Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

ITEM 6.

EXHIBITS

Exhibit Number |  | Description
2.1 |  | Agreement and Plan of Merger effective May 28, 2010 (1)
3.1 |  | Articles of Incorporation (2)
3.2 |  | Amendment to Articles of Incorporation dated April 18, 2008 (2)
3.3 |  | Amendment to Articles of Incorporation dated August 5, 2010 (increase in authorized common stock) (16)
3.4 |  | Amendment to Articles of Incorporation effective October 28, 2011 (name change and reverse split) (11)
3.5 |  | Bylaws (2)
4.1 |  | Form of Series A, B and C Warrant 2010 (1)
4.2 |  | Form of Placement Agent Warrant 2010 (1)
4.3 |  | Convertible Promissory Note issued to Steven Rogai (1)
4.4 |  | Form of Series A-1, B-1 and C-1 Warrant (14)
4.5 |  | Convertible Debenture dated April 8, 2011(5)
4.5.1 |  | Amendment to Convertible Debenture dated April 8, 2011 (10)
4.6 |  | Form of Convertible Debenture issued August 29, 2011 (10)
4.7 |  | Form of Warrant issued August 29, 2011 (10)

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4.8 |  | Form of Warrant issued under Securities Purchase Agreement dated October 28, 2011 (11)
4.9 |  | Form of Placement Agent Warrant issued under Securities Purchase Agreement dated October 28, 2011 (11)
4.10 |  | Form of Common Stock Warrant issued under Securities Purchase Agreement dated October 28, 2011 (11)
10.1.1 |  | Services Agreement with Kevin Harrington (8)
10.1.2 |  | Employment Agreement with Steve Rogai (8)
10.1.3 |  | Employment Agreement with Dennis Healey (8)
10.1.4 |  | Form of Independent Director Agreement (8)
10.1.5 |  | Form of Lock Up Agreement (8)
10.2 |  | Executive Equity Incentive Plan (3)
10.3 |  | Non Executive Equity Incentive Plan (3)
10.5 |  | Form of 2010 Private Placement Subscription Agreement (14)
10.6 |  | Form of October 2010 Private Placement Subscription Agreement (14)
10.6 |  | Infomercial Production and Brand License Agreement (7)
10.8 |  | Securities Purchase Agreement dated April 11, 2011 (5)
10.9 |  | Securities Purchase Agreement dated May 27, 2011 (6)
10.10 |  | Severance, Consulting and Release Agreement dated March 23, 2011 (14)
10.11 |  | Securities Purchase Agreement effective August 29, 2011 (10)
10.12 |  | Notice, Consent, Amendment and Waiver Agreement between the Company and a majority of the Purchasers under the Securities Purchase Agreement dated May 27, 2011, effective August 29, 2011 (10)
10.13 |  | Securities Purchase Agreement dated October 28, 2011 (11)
10.14 |  | Binding Letter Agreement dated May 27, 2011 (12)
10.15 |  | Stratcon Partners, LLC Agreement dated December 6, 2011 (13)
10.16 |  | Purchasing and Marketing Agreement with Presser Direct(14)
21.1 |  | List of subsidiaries of the Company (14)
31.1 |  | Certification Pursuant to Rule 13a-14(a) **
31.2 |  | Certification Pursuant to Rule 13a-14(a)/15d-14(a) **
32.1 |  | Certification Pursuant to Section 1350 **
32.2 |  | Certification Pursuant to Section 1350 **
101.INS |  | XBRL Instance Document *
101.SCH |  | XBRL Taxonomy Extension Schema Document *
101.CAL |  | XBRL Taxonomy Calculation Linkbase Document *
101.DEF |  | XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB |  | XBRL Taxonomy Extension Label Linkbase Document *
101.PRE |  | XBRL Taxonomy Extension Presentation Linkbase Document *

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*

Filed herewith.

**

Previously filed.

(1)

Incorporated by reference to Form 8-K dated May 28, 2010 filed on June 4, 2010.

(2)

Incorporated by reference to Registration Statement on Form S-1 Registration Statement filed April 24, 2008 (333-150419).

(3)

Incorporated by reference to Schedule 14C Definitive Information Statement filed on July 8, 2010.

(4)

Incorporated by reference to Form 10-Q Quarterly Report for the period ended December 31, 2010.

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(5)

Incorporated by reference to Form 8-K dated April 11, 2011 filed on April 15, 2011.

(6)

Incorporated by reference to Form 8-K dated May 27, 2011 filed on June 8, 2011.

(7)

Incorporated by reference to Form 10-K Annual Report for the year ended March 31, 2011.

(8)

Incorporated by reference to Form 8-K dated October 28, 2011 filed on November 3, 2011.

(9)

Incorporated by reference to the Company’s Definitive Information Statement filed on September 19, 2011.

(10)

Incorporated by reference to Form 8-K dated August 29, 2011 filed on August 31, 2011.

(11)

Incorporated by reference to Form 8-K dated November 18, 2011 as filed on November 21, 2011.

(12)

Incorporated by reference to Form 8-K dated May 27, 2011 filed on June 3, 2011.

(13)

Incorporated by reference to Form 8-K dated December 6, 2011 filed on December 12, 2011.

(14)

Incorporated by reference to Form S-1 Registration Statement (333-170778).

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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.

Date: September 10, 2012

| As Seen On TV, Inc.
| /s/ STEVEN ROGAI
| Steven Rogai,
| Chief Executive Officer
| /s/ DENNIS W. HEALEY
| Dennis W. Healey
| Chief Financial Officer
| (Principal Financial Officer)

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