UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


FORM 10-Q/A

Amendment No. 3


  X .QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED November 30, 2013


      .TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

FOR THE TRANSITION PERIOD FROM __________ to __________


Commission File Number 333-150061


INNOCENT INC.

(Exact name of small business issuer as specified in its charter)


NEVADA

 

98-0585268

(State of other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)


100 King Street West, Suite 5600

Toronto, Ontario   M5X 1C9

(Address of Principal Executive Offices)   (Zip Code)


Issuer's telephone number: (888) 570-3698


___________________________________________

(Former address if changed since last report)



Indicate by check mark whether the issuer (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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes  X . 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes      . 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. (Check one):


Large accelerated filer

      .

Accelerated filer

      .

Non-accelerated filer

      . (Do not check if a smaller reporting company)

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      .  No  X .


As of May 14, 2014 there were 26,100,000 shares of common stock, par value $0.001, outstanding.




EXPLANATORY NOTE




The purpose of this Amendment No. 3 to the Quarterly Report of Innocent, Inc. (the “Company”) on Form 10-QA for the period ended November 30, 2013, filed with the Securities and Exchange Commission on May 20, 2014 (the “Form 10-QA”), is to advise that the company indicated by check mark that the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) by checking Yes. This was in error and should have indicated No, the registrant is not a shell company (as defined in Rule 12b-2 of the Exchange Act).


Other than the aforementioned, no other changes have been to the Form 10-QA. This Amendment No. 3 to the Form 10-QA speaks as of the original filing date of the Form 10-QA, 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-QA.


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 Section 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, and amended, and otherwise are not subject to liability under those sections.





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SIGNATURES


In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Innocent, Inc.



/s/ Terry Lynch

Terry Lynch

President and Chairman


June 24, 2014




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