Global Innovation (GINV) 10-Q 2008 Q2 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended January 31, 2008

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

For the transition period from _______________ to _______________

Commission File Number: 000-30794

GLOBAL INNOVATION CORP.
(Exact name of registrant as specified in its charter)

Delaware	20-5268517
(State of incorporation)	(I.R.S. Employer Identification No.)
901 Hensley Lane	75098
Wylie, Texas	(Zip Code)
(Address of principal executive offices)

Issuer's telephone number: (214) 291-1427

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [    ]

Check whether the issuer is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes [   ]   No [X]

At March 12, 2008 there were 10,179,337 shares of the issuer's common shares outstanding.

GENERAL INDEX

		Page
		Number
PART I -
FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSISOF FINANCIAL
	CONDITION AND RESULTS OF OPERATIONS	14
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	16
ITEM 4.	CONTROLS AND PROCEDURES	16
PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	16
ITEM 5.	OTHER INFORMATION	17
ITEM 6.	EXHIBITS	17
SIGNATURES		18

GLOBAL INNOVATION CORP. AND SUBSIDIARIES
Condensed Consolidated Balance Sheet
(Unaudited)
			January 31,		July 31,
	ASSETS		2008		2007
Current assets:
	Cash	$	431,695	$	1,210,996
	Trade accounts receivable, net of allowance for doubtful accounts and       sales returns of $144,098 and $89,697 at January 31, 2008 and       July 31, 2007, respectively		4,996,938		4,182,374
	Inventory		4,383,285		3,213,104
	Deferred income tax asset		495,211		290,903
	Other current assets		241,444		616,310
	Total current assets		10,548,573		9,513,687
Property and equipment, net			9,361,517		8,015,744
Other assets:
	Goodwill		7,309,264		8,151,712
	Customer base, net		2,619,903		2,890,927
			9,929,167		11,042,639
	Total assets	$	29,839,257	$	28,572,070
	LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Line of credit	$	-	$	1,480,000
	Accounts payable		4,974,804		3,367,423
	Accrued expenses (including interest owed to related party of $114,800       and $113,867 at January 31, 2008 and July 31, 2007, respectively)		728,555		1,345,910
	Income tax payable		414,004		126,624
	Interest rate risk management liability		463,245		84,720
	Note payable to related party		4,200,000		-
	Notes payable, current portion		1,244,529		839,929
	Total current liabilities		12,025,137		7,244,606
Noncurrent liabilities:
	Notes payable, net of current maturities		7,612,258		6,209,166
	Note payable to related party		-		4,200,000
	Deferred income tax liability		6,712		889,258
	Total long-term liabilities		7,618,970		11,298,424
Stockholders' equity:
	Common stock; par value $0.01; 25,000,000 shares authorized;
	10,179,337 shares issued and outstanding		101,793		101,792
	Additional paid-in capital		18,321,284		18,321,284
	Accumulated deficit		(7,922,185)		(8,340,637)
	Accumulated other comprehensive loss		(305,742)		(53,399)
	Total stockholders' equity		10,195,150		10,029,040
	Total liabilities and stockholders' equity	$	29,839,257	$	28,572,070

The accompanying notes are an integral part of these condensed consolidated financial statements.

GLOBAL INNOVATION CORP. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)
		Three		Three		Six		Six
		Months Ended		Months Ended		Months Ended		Months Ended
		January 31, 2008		January 31, 2007		January 31, 2008		January 31, 2007
Net sales	$	8,296,007	$	8,090,218	$	16,735,779	$	17,512,914
Cost of sales(including $164,640 and   $239,346, respectively, to related   party for the three months ended   January 31, 2008 and 2007 and   $352,205 and $362,820, respectively,   for the six months ended January 31,   2008 and 2007)		6,363,438		6,716,155		13,013,365		14,392,199
Gross profit		1,932,569		1,374,063		3,722,414		3,120,715
Expenses:
Selling, general and administrative   expenses (including $8,700 for   the three months ended January 31,   2008 and 2007 and $17,400 and   $21,174, respectively, for the six   months ended January 31, 2008   and 2007 to related party)		1,055,900		1,043,434		2,251,051		2,333,787
Amortization of customer base		135,512		135,512		271,024		271,024
		1,191,412		1,178,946		2,522,075		2,604,811
Income from operations		741,157		195,117		1,200,339		515,904
Other income (expense):
Interest expense		(164,633)		(136,168)		(323,764)		(247,710)
Interest expense - related party		(86,467)		(85,867)		(171,733)		(171,733)
Other income		7,429		5,885		15,212		18,203
		(243,671)		(216,150)		(480,285)		(401,240)
Income (loss) before provision
For income taxes		497,486		(21,033)		720,054		114,664
Provision for income taxes		(180,613)		19,034		(301,602)		(31,439)
Net income (loss)		316,873		(1,999)		418,452		83,225
Other comprehensive gain(loss):
Deferred interest rate hedge,
Net of tax benefit of $121,664   and ($6,219), respectively, for the   three months ended January 31,   2008 and 2007 and $157,503 and   $29,591, respectively, for the six   months ended January 31, 2008   and 2007.		(191,320)		42,020		(252,343)		(50,504)
Comprehensive income	$	125,553	$	40,021	$	166,109	$	32,721
Net income (loss) per share
Basic	$	0.03	$	0.00	$	0.04	$	0.02
Diluted	$	0.03	$	0.00	$	0.04	$	0.01
Weighted average common shares
Basic		10,179,337		7,398,280		10,179,337		4,925,769
Diluted		10,179,337		7,398,280		10,179,337		9,350,127

The accompanying notes are an integral part of these condensed consolidated financial statements.

GLOBAL INNOVATION CORP. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
					Six months ended January 31,
					2008		2007
Cash flows from operating activities:
	Net income			$	418,452	$	83,225
		Adjustments to reconcile net income to net cash provided by
			(used in) operating activities:
			Depreciation and amortization		764,080		663,446
			Deferred tax expense		(112,802)		5,132
			Changes in operating assets and liabilities:
			Trade accounts receivable		(814,564)		25,911
			Inventory		(1,170,181)		(355,268)
			Prepaid expenses and other		374,866		211,076
			Income tax payable (receivable)		281,958		(106,374)
			Accounts payable		1,607,381		(395,026)
			Accrued expenses		(617,355)		(296,755)
		Net cash provided by (used in) operating activities			731,835		(164,633)
Cash flows from investing activities:
	Acquisition of property and equipment				(1,838,829)		(6,342,772)
		Net cash used in investing activities			(1,838,829)		(6,342,772)
Cash flows from financing activities:
	Interest paid to related parties				-		(170,800)
	Borrowing on new term note				899,955		7,596,204
	Payments on notes payable				(572,262)		(2,262,274)
		Net cash provided by financing activities			327,693		5,163,130
Net decrease in cash					(779,301)		(1,344,275)
Cash, beginning of period					1,210,996		1,850,405
Cash, end of period				$	431,695	$	506,130
Supplementary disclosure of cash flow information:
	Interest paid			$	485,432	$	260,580
	Income taxes paid			$	126,624	$	135,621
Non-cash financing activities:
		Property and equipment purchased with debt		$	899,955	$	147,649

The accompanying notes are an integral part of these condensed consolidated financial statements.

Global Innovation Corp. and Subsidiaries
Notes to Interim Condensed Consolidated Financial Statements
January 31, 2008
(Unaudited)

NOTE 1 - BASIS OF PRESENTATION

UNAUDITED FINANCIAL INFORMATION

The unaudited condensed consolidated financial statements have been prepared by Global Innovation Corp. and its subsidiaries (the "Company" or "GIC"), pursuant to the rules and regulations of the Securities and Exchange Commission and reflect all adjustments consisting of normal recurring entries, which, in the opinion of the Company, are necessary to present fairly the results for the interim periods. Results of operations for the periods presented are not necessarily indicative of the results to be expected for the year ending July 31, 2008.

These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company's annual report on Form 10-K for the year ended July 31, 2007, filed on October 29, 2007.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Reclassifications

Certain reclassifications have been made in prior period financial statements to conform to current period presentation.

Inventory

Inventory consists of finished goods, work in process and raw materials and is priced at lower of cost or market (determined product by product based on management's knowledge of current market conditions and existing sales levels). Cost of raw materials is determined on a weighted average basis; cost of work in process and finished goods is determined using specific identification. A valuation allowance is established and adjusted periodically to provide for estimated obsolescence based upon the aging of inventory and market trends. At January 31, 2008, inventory consisted of $1,610,004 in raw materials, $888,555 in work in process, and $1,884,726 in finished goods.

During the six months ended January 31, 2008, the Company changed its methodology of determining the valuation allowance for certain inventory overage items. Overage items are finished goods manufactured that are in excess of specific order quantities due to manufacturing process parameters and which are available and used for the fulfillment of future sales. The change in the estimate resulted in an increase to inventory at January 31, 2008 in the amount of approximately $160,000, and a decrease to cost of sales in the same amount for the six months ended January 31, 2008.

Revenue Recognition

The Company generates revenue from custom built printed circuit boards, made to order using engineering and designs provided by the customer. All orders are manufactured to specific industry standards. The Company recognizes revenues when persuasive evidence of a sales arrangement exists, the sales terms are fixed and determinable, title and risk of loss have transferred, and collectibility is reasonably assured, generally when products are shipped to the customer.

The Company does not give rebates to any of its customers. The Company does not have customer acceptance provisions; the Company does, however, provide customers a limited right of return for defective products. Because all orders are manufactured to specific industry standards and are electrically tested to insure compliance with such standards prior to shipment, returns have historically been minimal and the amount of returns has been immaterial.

Derivative Financial Instruments

The Company uses derivatives only to hedge against changes in interest rates related to debt, as opposed to their use for trading purposes. SFAS No.133,Accounting for Derivative Instruments and Hedging Activities, requires that derivatives be recorded on the balance sheet at fair value. The fair value of swap contracts is determined based on the difference between the derivative's fixed contract price and the underlying market price at the determination date and is confirmed by counterparts to the derivative.

Realized and unrealized gains and losses on derivatives that are not designated as hedges, as well as on the ineffective portion of hedge derivatives, are recorded as a derivative fair value gain or loss in the income statement. Unrealized gains and losses on effective cash flow hedge derivatives, as well as any deferred gain or loss realized upon early termination of effective hedge derivatives, are recorded as a component of accumulated other comprehensive income (loss). When the hedged transaction occurs, the realized gain or loss, as well as any deferred gain or loss, on the hedge derivative is transferred from accumulated other comprehensive income (loss) to earnings. Realized gains and losses on interest rate hedge derivatives are recognized as a component of interest expense and settlements of derivatives are included in cash flows from operating activities.

To designate a derivative as a cash flow hedge, at the hedge's inception management documents its assessment that the derivative will be highly effective in offsetting expected changes in cash flows from the item hedged. This assessment is generally based on the most recent relevant historical correlation between the derivative and the item hedged. The ineffective portion of the hedge is calculated as the difference between the change in fair value of the derivative and the estimated change in cash flows from the item hedged. If, during the derivative's term, management determines the hedge is no longer highly effective, hedge accounting is prospectively discontinued and any remaining unrealized gains or losses on the effective portion of the derivative are reclassified to earnings when the underlying transaction occurs. If it is determined that the designated hedge transaction is not likely to occur, any unrealized gains or losses are recognized immediately in the income statement as a derivative fair value gain or loss.

Stock Based Employee Compensation

As of August 1, 2006 the Company adopted SFAS 123(R), which requires the measurement and recognition of compensation expense for all equity awards made to employees and directors, including employee stock options, restricted stock and employee stock purchases related to all stock-based compensation plans based on estimated fair values.

During the three months ended January 31, 2008 and 2007 no grants or stock-based compensation were awarded.

Earnings Per Share

Basic earnings per share is computed using the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of common and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and the conversion of the Company's convertible preferred stock and notes payable.

The following table sets forth the computation of basic and diluted net income per share:

	For the Three Months Ended January 31,					For the Six Months Ended January 31,
		2008		2007		2008		2007
Numerator
Numerator for basic earnings per share - net income (loss)	$	316,873	$	(1,999)	$	418,452	$	83,225
Numerator for diluted earnings per share	$	316,873	$	(1,999)	$	418,452	$	83,225
Denominator
Denominator for basic earnings per share		10,179,337		7,398,280		10,179,337		4,925,769
Convertible preferred stock		-		-		-		4,424,358
Denominator for diluted earnings per share		10,179,337		7,398,280		10,179,337		9,350,127
Basic earnings per share	$	0.03	$	0.00	$	0.04	$	0.02
Diluted earnings per share	$	0.03	$	0.00	$	0.04	$	0.01

Common shares issuable upon conversion of convertible notes payable to related parties were excluded from the calculation of diluted earnings per share for all periods presented because the effect of the conversion is antidilutive. Warrants to purchase a total of 21,267 shares of common stock were excluded from the calculation of diluted earnings per share because the exercise prices were greater than the average market prices and the effect would be antidilutive.

NOTE 3 - CONCENTRATIONS OF RISK

At January 31, 2008, two customers accounted for approximately 40% of the total accounts receivable. For both the three and six months ended January 31, 2008 these customers accounted for approximately 36% of net sales. For the three and six months ended January 31, 2007, these customers accounted for approximately 59% and 62%, respectively, of net sales.

NOTE 4 - INCOME TAXES

The income tax provision for the six months ended January 31, 2008 and 2007 consists of the following:

		For the three months ended January 31				For the six months ended January 31
		2008		2007		2008		2007
Current expense	$	295,064	$	26,307	$	414,404	$	26,307
Deferred expense		(114,451)		(45,341)		(112,802)		5,132
	$	180,613	$	(19,034)	$	301,602	$	31,439

Significant temporary differences used in the computation of deferred tax assets and liabilities at January 31, 2008 and July 31, 2007 are as follows:

			January 31,		July 31,
			2008		2007
Deferred tax assets, current
	Allowance for bad debts and sales returns	$	50,434	$	33,161
	Accrued bonus		3,500		65,037
	Reserve for obsolescence		141,798		-
	Accrued vacation		93,924		109,480
	Accrued interest		48,052		51,904
	Interest rate risk management liability		157,503		31,321
		$	495,211	$	290,903
Deferred tax assets (liabilities), non-current
	Depreciation of property and equipment	$	161,955	$	179,518
	Net operating loss carry forward		2,689,845		2,823,527
	Valuation allowance		(1,967,745)		(2,823,527)
	Customer base		(890,767)		(1,068,776)
		$	(6,712)	$	(889,258)

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the existence of, or generation of, taxable income in the periods in which those temporary differences are deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. For the period ending January 31, 2008, management has determined that there has been sufficient and consistent evidence that the company will be able to realize the benefit of the NOL carry forward for the next five fiscal years. As a result of this assessment, management has recorded a decrease in the valuation allowance of $802,332. The decrease to the valuation allowance was recorded as an adjustment to goodwill as the allowance was originally recor ded in connection with a business combination. Based upon historical taxable income and projections of future taxable income over the periods in which the deferred tax assets are deductible, management does not believe that further valuation allowances are necessary as of January 31, 2008.

At January 31, 2008, the Company had tax net operating loss carry forwards ("NOLs") of approximately $7.5 million that begin to expire in 2018. The utilization of these NOLs is limited due to a change in ownership of a majority of the outstanding shares of the Company in November 2004. During the six months ended January 31, 2008, the Company utilized NOLs totaling $235,980, resulting in a decrease in the valuation allowance in the amount of $80,233. The decrease to the valuation allowance was recorded as an adjustment to goodwill as the allowance was originally recorded in connection with a business combination.

NOTE 5 - LINE OF CREDIT

The Company has a $3 million line of credit agreement ("LOC") with Amegy bank, which is due on demand, bears interest at LIBOR + 1.5% and matures August 13, 2008. The LOC is subject to certain financial and other covenants and is collateralized by all of the Company's accounts receivable and inventory.

At January 31, 2008, there was no outstanding balance under the LOC and the Company was in compliance with all its covenants.

NOTE 6 - NOTES PAYABLE

Notes payable consists of the following at January 31, 2008:

Note payable to financial institution payable in monthly installments of $33,333 plus interest at Libor + 1.75%, matures August 15, 2011. (1)		$	1,433,333
Note payable to financial institution payable in monthly installments of $22,916 plus interest at Libor + 1.75%, remaining balance of $3,575,000 due August 15, 2013. (1)			5,110,417
Note payable to financial institution payable in monthly installments of $38,524 plus interest at 7.75%, matures October 31, 2012. (1)			2,234,406
Note payable to financing institution unsecured, matures March 1, 2008.			22,473
Other			56,158
			8,856,787
	Less current maturities of long-term debt		(1,244,529)
	Total long-term debt, less current maturities	$	7,612,258
(1)	These notes are financed with our senior lender and collectively are secured by substantially all of the assets of the Company.

Interest Rate Swap

In connection with the real estate loan, on August 23, 2006, the Company entered into an interest rate swap transaction with Amegy Bank. The notational amount of the swap is $5.5 million subject to amortization and the term runs concurrent with the real estate note maturing in seven years. The fixed rate applicable to this transaction is 7.25%. The Company recorded the fair value of the arrangement as an interest rate risk management liability in the amount of $463,245 at January 31, 2008. This amount, net of a tax benefit in the amount of $157,503, has been recorded as other comprehensive income.

NOTE 7 - NOTES PAYABLE TO RELATED PARTY

On November 24, 2004, the Company issued convertible promissory notes in the principal amounts of $1 million and $3.2 million (collectively, the "Notes") to Brad Jacoby in conjunction with a business combination. The Notes bore interest at 8% and were convertible into common stock at any time at a conversion price of $3.75 per share. Interest on the $1 million note was payable semi-annually, and the principal balance was due November 30, 2007. Interest on the $3.2 million notes was payable monthly, and the principal was originally due February 28, 2005, and later extended to July 31, 2005. The Notes were secured by all assets of the Company and LSC (a wholly owned subsidiary), and by the outstanding stock of LSC and by the Company common stock owned by D. Ronald Allen ("Allen"), former chief executive officer, controlling shareholder and director of the Company. On October 28, 2005, both the Notes were refinanced and combined into a single note (the "New Not e"), bearing interest at 8% payable semi-annually, with the principal due September 30, 2008. The New Note is convertible under the same terms and secured by the same assets as the Notes.

NOTE 8 - RELATED PARTY TRANSACTIONS

The Company leases its assembly facility and part of a facility used for equipment storage from an entity majority owned by Mr. Jacoby and his wife. For the quarters ended January 31, 2008 and 2007, the Company incurred lease expense totaling $36,000 in each period, related to these operating leases. The Company previously leased its primary manufacturing facility from an entity controlled by Mr. Jacoby and subsequently purchased that facility. The term of the lease for the assembly facility is ten years. The storage facility was leased in 2006 and is month to month.

The Company contracts the machining of parts from Chogie Manufacturing, an entity owned by the spouses of our CEO and COO. The Company incurred expense of $137,340 and $212,046 for the quarters ended January 31, 2008 and 2007 respectively, for these services.

The Company incurred interest expense on the $4,200,000 related party note in the amount of $86,467 and $85,867 for the quarters ended January 31, 2008 and 2007 respectively.

NOTE 9 - STOCK OPTIONS AND WARRANTS

As of January 31, 2008, there were 20,000 outstanding warrants to purchase common stock held by certain employees. These warrants have an exercise price of $18.75 per share and expire November 5, 2009.

As of January 31, 2008, there were 1,267 outstanding warrants to purchase common stock held by debt holders. These warrants have an exercise price of $37.50 per share and expire February 8, 2011.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

Litigation

We are a party to the various legal proceedings noted below. While we currently believe that the ultimate outcome of these proceedings, individually and in the aggregate, will not have a material adverse effect on our financial position or overall trends in results of operations, litigation is subject to inherent uncertainties. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on (1) our net income in the period in which the ruling occurs and (2) our business and financial condition.

Gehan Properties II, Ltd. v. Integrated Performance Systems, Inc. f/k/a ESOP, Inc., PC Dynamics of Texas, Inc., North Texas PC Dynamics, Inc., Performance Interconnect Corp., W.I. Technology Holding, Inc., Performance Interconnect Corp. of North Texas, Inc., and D. Ronald Allen, Individually; Cause No. 03-12216-G; Pending in the 95^th Judicial District Court, Dallas County, Texas.

On or about November 18, 2003 the plaintiff sued the Company, D. Ronald Allen, and several other entities seeking $259,651.99 plus attorneys' fees and interest pursuant to fraudulent transfer theories. The plaintiff alleges that the judgment debtor, Performance Interconnect Corp., fraudulently transferred its stock in two entities, PC Dynamics of Texas, Inc. and Varga Investments, Inc., to the Company in December 1999. Among other things, the Company asserts that the stock transferred to the Company was worthless at the time of the transfers and therefore the transfers do not constitute fraudulent transfers. The Company also asserts that the plaintiff's claims are time-barred by the applicable statute of repose. On October 20, 2006, Performance Interconnect Corp. filed a Voluntary Petition pursuant to Chapter 7 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division, Case No. 06-34482-7. The bankruptcy court re cently remanded the case back to the state district court. No trial date has been set.

Integrated Performance Systems, Inc. and Best Circuit Boards, Inc. v. D. Ronald Allen, China Voice Holding Corp., China Voice Corp., Integrated Performance Business Services Corp., Associates Funding Group, Inc., B C & Q Corp., CMLP Group, Ltd., Landmark Lakes Ltd., Southern Cross Realty Corporation, Touchstone Enterprises, Inc., Winterstone Management, Inc., Syspower Corporation, and Custer Company, Inc.; Cause No. 05-12164-F; Pending in the 116^th Judicial District Court, Dallas County, Texas.

On December 5, 2005 the Company sued D. Ronald Allen and several entities affiliated with Allen. The Company asserts claims against Allen for, among other things, fraud, breach of contract arising out of the agreement for the Merger. The Company also seeks indemnity for liquidated and other as-yet unliquidated claims for potential indemnifiable costs. The Company asserts claims for constructive trusts against the entity defendants regarding the Company's Common Stock held by those entities as of the date of the closing of the Merger Agreement. The case has been abated pending resolution of the Gehan Properties lawsuit described above.

Anna Stock, Permanent Dependent Administrator for the Estate of Dennis R. Ranzou, Deceased v. Integrated Performance Systems, Inc, Sundial Development Corp., and Global Innovation Corp.; Cause No. 340,914; Pending in the Probate Court No. 1 of Harris County, Texas

On May 23, 2007 the plaintiff sued the Company and another entity asserting claims for breach of contract for failure to pay a promissory note dated April 2, 2002 in the principal amount of $210,000.00 plus interest. The current principals of the Company had no knowledge of any such note and the same was not disclosed prior to completing the Merger. This case is in the very early stages and discovery is ongoing. No trial date has been set.

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

This report may contain "Forward Looking Statements" which are our expectations, plans and projections, including statements concerning expected income and expenses and the adequacy of our sources of cash to finance current and future operations. These expectations, plans and projections may or may not materialize and are subject to various risks and uncertainties. Factors which could cause actual results to materially differ from our expectations include the following: general economic conditions and growth in the high tech industry; competitive factors and pricing pressures; changes in product mix; the timely development and acceptance of new products; the effects of the contingencies described herein; the availability of capital; loss of key suppliers, significant customers or key management personnel; payment defaults by our customers; changes in our business strategy or development plans; and the risks described from time to time in our other filings with the Securities and Exchange Commission ("SEC"). When used in this report, the words "may," "will," "believe," "expect," "project," "anticipate," "estimate," "continue," "intend" and similar expressions are intended to identify forward-looking statements. These forward-looking statements speak only as of the date of this report, and we have based our forward-looking statements on our current assumptions and expectations about future events. We have expressed our assumptions and expectations in good faith, and we believe there is a reasonable basis for them. However, we cannot assure you that our assumptions and expectations will prove to be accurate. We expressly disclaim any obligation or undertaking to release publicly any updates or change in our expectations or any change in events, conditions or circumstances on which any such statement may be based, except as may be otherwise required by the securities laws.

Overview

Global Innovation Corp. (the "Company" or "GIC") is a Delaware corporation, doing business through its subsidiary Best Circuit Boards, Inc. On November 9, 2006 we reincorporated in Delaware by merging into GIC with GIC continuing as the surviving corporation.

The Company was a New York corporation originally incorporated on November 29, 1990 under the name "ESPO's, Inc." On April 4, 2001 we changed our name to Integrated Performance Systems, Inc. ("IPS").

On November 24, 2004 a wholly owned subsidiary of the Company merged with Best Circuit Boards, Inc., d/b/a Lone Star Circuits ("Lone Star Circuits" or "LSC"), and LSC became a wholly owned subsidiary of the Company. Brad Jacoby ("Jacoby"), the beneficial owner of LSC, acquired a controlling interest in the Company. The transaction was accounted for as a reverse merger (the transaction being referred to in this quarterly report as the "Merger"). This means the Merger has been treated as if LSC acquired the Company and, consequently, the historical financial statements of LSC became the historical financial statements of the Company for all periods presented.

The following discussion provides information to assist in the understanding of our financial condition and results of operations for the three and six months ended January 31, 2008 and 2007. It should be read in conjunction with the financial information for the year ended July 31, 2007, appearing in the Company's annual Form 10-K filed on October 29, 2007.

Results of Operations

Revenues.Net sales increased to $8,296,007 for the three months ended January 31, 2008 from $8,090,218 for the same period in 2007, a net increase of $205,789 or 2.5%. Net sales decreased to $16,735,779 for the six months ended January 31, 2008 from $17,512,914 for the same period in 2007, a net decrease of $777,135 or 4.4%. The increase for the three months ended January 31, 2008 is a result of approximately $700,000 in new business and programs to several existing customers offset by a reduction of $500,000 to what has been historically our largest customer. The decrease from our largest customer started in the first quarter and is in addition to the $1.5 million decrease in the previous period. This decrease has moved this customer to our second largest and we are continuing to replace that revenue with new customers and new business to other customers. The 4.4% decrease for the six months is a result of approximately $2,000,000 decrease in sales to our largest customer resulting from softer demand and the transition of some of their product overseas, offset by approximately $1,200,000 in technology business that generates higher revenue and margins.

Gross Profit. Gross profit for the three months ended January 31, 2008 was $1,932,569 compared to $1,374,063 for the same period in 2007, an increase of $558,506 or 40.6%. Gross profit for the six months ended January 31, 2008 was $3,722,414, versus a gross profit of $3,120,715 in the previous period. Gross margin increased from 18% for the six months ended January 31, 2007 to 22% for the same period in the current year. Gross margin for the three months ended January 31, 2008 increased from 17% to 23%. We are realizing the cost savings from the initiatives we have implemented over the last four quarters. We are continually pursuing operational efficiencies and identifying improved process parameters that allow us to build product more economically while improving performance. Additionally, we are focusing our efforts and resources on products that generate higher margins and selective, low margin products are being identified for transition to a low cost region generating im proved margins.

Selling, general and administrative expenses.Selling, general and administrative ("SG&A") expenses consist primarily of direct charges for sales, promotion and marketing, as well as the cost of executive, administrative and accounting personnel, and related expenses and professional fees. SG&A expense increased to $1,055,900 for the three months ended January 31, 2008 from $1,043,434 for the same period in 2007, an increase of $12,466 or 1.2%. SG&A expenses decreased to $2,251,051 for the six months ended January 31, 2008 from $2,333,787 for the same period in 2007, a net decrease of $82,736 or 3.2%. The decrease for the six months ended January 31, 2008 reflects the timing of normal business activities such as the annual audit and shows our continued commitment to control and manage costs.

Amortization of Customer Base.The customer base was recorded as a result of the Merger with Best Circuit Boards, Inc. on November 24, 2004 and amortization was $135,512 during the three months ended January 31, 2008 and 2007, respectively and $271,024 during the six months ended January 31, 2008 and 2007, respectively.

Other Income (Expense), Net. Other income (expense), net, includes interest expense on notes payable and notes payable to related parties. Other income (expense), net, increased from ($216,150) to ($243,670) for the three months ended January 31, 2007 and 2008, respectively. This increase is primarily due to an increase of $28,465 in interest expense on the new Amegy note. Other income (expense) increased from ($401,240) to ($480,285) for the six months ended January 31, 2007 and 2008 respectively. The increase in net expense during the six months ended January 31, 2008 is primarily due to approximately $76,000 in interest expense on the new Amegy notes.

Income Tax Provision.The income tax provision increased to $301,602 for the six months ended January 31, 2008, from $31,439 for the same period in the prior year. The increase in the provision is due primarily to the increase in pre-tax income.

Liquidity and Capital Resources

We have generally financed our business from cash generated by operations and borrowings, and in prior periods, our majority shareholder has loaned the Company operating capital at prevailing market rates of interest or has guaranteed our indebtedness. Our principal uses of cash have been to fund working capital, meet debt service requirements, and fund capital expenditures. We expect that these uses will continue to be the principal demands on our cash in the future.

For the period ended January 31, 2008, we have current liabilities in excess of current assets. The related party debt of $4,200,000 became current during the period ended October 31, 2007. It is management's intent to negotiate an extension of the maturity date with the related party prior to September 2008. Based on our current level of operations and the renegotiation of the related party debt, we believe that cash provided by operations along with funds available under our line of credit (see "Indebtedness and guarantees" below) will be sufficient to fund our working capital needs, finance capital expenditures and service our debt for the next twelve months and beyond. Capital expenditures planned for the next twelve months consist of normal equipment purchases necessary to maintain current operating capacity and technological competence, and replace equipment that may have reached the end of its useful life. During the current fiscal quarter, our capital expenditures included man ufacturing equipment that will allow us to improve the throughput and increase the level of technology required to keep up with the complex products our customers design. We have historically also been able to obtain financing for equipment acquisitions under operating leases with provisions for installment purchases at the end of the lease terms. We anticipate that we will continue to be able to obtain this type of financing for future equipment needs.

Cash flows from operations.Net cash of $731,835 provided by operations during the six months ended January 31, 2008 consisted of $1,069,730 provided by net income as adjusted for non-cash items, offset by $337,895 used by working capital. This compares to net cash used by operations of $164,633 during the same period in the prior year, which consisted of $746,671 provided by net income as adjusted for non-cash items offset by $911,304 used by working capital.

Cash used for investing activities.Net cash of $1,838,829 used in investing activities during the six months ended January 31, 2008 consisted of purchases of equipment. Net cash of $6,342,772 used for investing activities during the same period in the prior year consisted of purchases of a building and equipment.

Cash flows from financing activities.Net cash provided by financing activities during the six months ended January 31, 2008 was $327,693 and consisted of borrowings on notes payable of $899,955 offset by payments of $572,262 on notes payable. Net cash provided by financing activities during the same period in the prior year was $5,163,130 and included $7,596,204 of new borrowing offset by net payments of $2,262,274 on long-term debt and interest paid to related party of $170,800.

Indebtedness and guarantees.We have a $3 million line of credit (the "LOC") described in Note 5 of our financial statements set forth in Part I, Item 1 above.

We issued $4.2 million in convertible promissory notes to Brad Jacoby in conjunction with the Merger in November 2004. These notes were refinanced on October 28, 2005, and now bear 8% interest payable semiannually, with the principal due September 30, 2008.

On August 18, 2007, the Company entered into a credit facility with Amegy Bank of Texas, headquartered in Houston, Texas, for a $2 million five-year term loan, coupled with a $3 million line of credit (LOC) and a $5.5 million real estate loan. The real estate loan allowed the Company to purchase its manufacturing facility and accompanying property for $6.3 million. The operating facility was being leased from a related party (see also Note 8). The note terms are 1 year, 5 years and 7 years for the LOC, equipment and real estate loans, respectively. The loans bear interest at LIBOR+1.5-1.75% and are collateralize by various Company assets.

On August 14, 2007, the Company entered into an additional equipment note with Amegy Bank for $2,311,455. The note term is 5 years and 2 months, bears interest at 7.75% and is collateralized by substantially all Company assets.

We expect that cash generated from operations will be sufficient to fund payments on our indebtedness as it becomes due, or that we will be able to refinance the debt under similar terms.

ITEM 3.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None

ITEM 4.     CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has reviewed and evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined inRule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Management has concluded that our disclosure controls and procedures are effective in ensuring that material information is timely communicated to appropriate management personnel, including the Chief Executive Officer and Chief Financial Officer, to enable such personnel to evaluate information and determine the information required to be included in our periodic SEC reports.

PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

Gehan Properties II, Ltd. v. Integrated Performance Systems, Inc. f/k/a ESOP, Inc., PC Dynamics of Texas, Inc., North Texas PC Dynamics, Inc., Performance Interconnect Corp., W.I. Technology Holding, Inc., Performance Interconnect Corp. of North Texas, Inc., and D. Ronald Allen, Individually; Cause No. 03-12216-G; Pending in the 95^th Judicial District Court, Dallas County, Texas.

On or about November 18, 2003 the plaintiff sued the Company, D. Ronald Allen, and several other entities seeking $259,651.99 plus attorneys' fees and interest pursuant to fraudulent transfer theories. The plaintiff alleges that the judgment debtor, Performance Interconnect Corp., fraudulently transferred its stock in two entities, PC Dynamics of Texas, Inc. and Varga Investments, Inc., to the Company in December 1999. Among other things, the Company asserts that the stock transferred to the Company was worthless at the time of the transfers and therefore the transfers do not constitute fraudulent transfers. The Company also asserts that the plaintiff's claims are time-barred by the applicable statute of repose. On October 20, 2006, Performance Interconnect Corp. filed a Voluntary Petition pursuant to Chapter 7 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division, Case No. 06-34482-7. The bankruptcy cour t recently remanded the case back to the state district court. No trial date has been set.

Integrated Performance Systems, Inc. and Best Circuit Boards, Inc. v. D. Ronald Allen, China Voice Holding Corp., China Voice Corp., Integrated Performance Business Services Corp., Associates Funding Group, Inc., B C & Q Corp., CMLP Group, Ltd., Landmark Lakes Ltd., Southern Cross Realty Corporation, Touchstone Enterprises, Inc., Winterstone Management, Inc., Syspower Corporation, and Custer Company, Inc.; Cause No. 05-12164-F; Pending in the 116^th Judicial District Court, Dallas County, Texas.

On December 5, 2005 the Company sued D. Ronald Allen and several entities affiliated with Allen. The Company asserts claims against Allen for, among other things, fraud, breach of contract arising out of the agreement for the Merger. The Company also seeks indemnity for liquidated and other as-yet unliquidated claims for potential indemnifiable costs. The Company asserts claims for constructive trusts against the entity defendants regarding the Company's Common Stock held by those entities as of the date of the closing of the Merger Agreement. The case has been abated pending resolution of the Gehan Properties lawsuit described above.

Anna Stock, Permanent Dependent Administrator for the Estate of Dennis R. Ranzou, Deceased v. Integrated Performance Systems, Inc, Sundial Development Corp., and Global Innovation Corp.; Cause No. 340,914; Pending in the Probate Court No. 1 of Harris County, Texas

On May 23, 2007 the plaintiff sued the Company and another entity asserting claims for breach of contract for failure to pay a promissory note dated April 2, 2002 in the principal amount of $210,000.00 plus interest. The current principals of the Company had no knowledge of any such note and the same was not disclosed prior to completing the Merger. This case is in the very early stages and discovery is ongoing. No trial date has been set.

ITEM 5.     OTHER INFORMATION

Our Common Stock is traded over-the-counter on the OTC Bulletin Board® (OTCBB) under the symbol "GINV.OB". The annual report on Form 10-K was filed on October 29, 2007.

ITEM 6.     EXHIBITS

Exhibit Number	Description of Exhibit
2.1*	Agreement and Plan of Merger by and among Integrated Performance Systems, Inc. & Best Circuit Boards, Inc. (d/b/a Lone Star Circuits) dated October 22, 2004 (filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed October 28, 2004).
2.2*	First Addendum to the Agreement and Plan of Merger between Integrated Performance Systems, Inc. and Best Circuit Boards, Inc. dated November 24, 2004 (filed as Exhibit 2.2 to the Company's Current Report on Form 8-K filed December 1, 2004).
2.3*	Closing Document between the Company and Best Circuit Boards, Inc. dated November 24, 2004 (filed as Exhibit 2.3 to the Company's Quarterly Report on Form 10-QSB filed April 27, 2005).
3.1*	Articles of Incorporation and Company Bylaws of Global Innovation Corp. dated November 9, 2006 (filed as Exhibit 3 to the Company's report on Form 8-K filed November 14, 2006).
10.1*	Amended and Restated Secured Promissory Note in the principal amount of $4,200,000 dated October 28, 2005 between the Company and Best Circuit Boards, Inc. and Brad Jacoby and payable to Brad Jacoby (filed as Exhibit 10.3 to the Company's report on Form 8-K filed November 18, 2005)
10.2*	Stock Escrow and Security Agreement between Ron Allen, the Company, Brad Jacoby and Best Circuit Boards, Inc. dated September 16, 2004 (filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-QSB filed October 20, 2004).
10.3*	Addendum to Stock Escrow and Security Agreement between Ron Allen, the Company, Brad Jacoby and Best Circuit Boards, Inc. dated November 24, 2004 (filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-QSB filed April 27, 2005).
10.4*	Employment Agreement dated November 30, 2004 by and between the Company and Brad Jacoby (filed as Exhibit 10.5 to the Company's Quarterly Report on Form 10-QSB filed April 27, 2005).
10.5*	Employment Agreement dated November 30, 2004 by and between the Company and Brad Peters (filed as Exhibit 10.6 to the Company's Quarterly Report on Form 10-QSB filed April 27, 2005).
10.6*	Employment Agreement dated November 30, 2004 by and between the Company and Brent Nolan (filed as Exhibit 10.7 to the Company's Quarterly Report on Form 10-QSB filed April 27, 2005).
10.7*	Employment Agreement dated November 30, 2004 by and between the Company and James B. Nolan (filed as Exhibit 10.8 to the Company's Quarterly Report on Form 10-QSB filed April 27, 2005).
10.8*	Lease of Personal Property dated March 21, 2005 by and between Best Circuit Boards, Inc. dba Lone Star Circuits and M&I First National Leasing Corp. (filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-QSB filed June 13, 2005).
10.9*	Amended and Restated Jacoby Loan Agreement (filed as Exhibit 10.1 to the Company's Form 8-K, filed November 17, 2006).
10.10*	Amended and Restated Jacoby Promissory Note (filed as Exhibit 10.2 to the Company's Form 8-K, filed November 17, 2006).
10.11*	Amended and Restated Jacoby Security Agreement - Best Circuit Boards, Inc (filed as Exhibit 10.3 to the Company's Form 8-K, filed November 17, 2006).
10.12*	Amended and Restated Jacoby Security Agreement - Global Innovation Corp. (filed as Exhibit 10.4 to the Company's Form 8-K, filed November 17, 2006).
10.13*	Interest rate swap agreement by and between Best Circuit Boards, Inc. and Amegy Bank (filed as Exhibit 10.7 to the Company's Form 8-K, filed August 24, 2006).
10.14*	Real Estate Promissory Note in the principal amount of $5,500,000 by and between Best Circuit Boards, Inc., Global Innovation Corp. and Amegy Bank N.A. dated August 18, 2006 (filed as Exhibit 10.6 to the Company's Form 8-K filed August 24, 2006)
10.15	Equipment Promissory Note in the principal amount of $2,000,000 by and between Best Circuit Boards, Inc., Global Innovation Corp. and Amegy Bank N.A. dated August 18, 2006 (filed as Exhibit 10.4 to the Company's Form 8-K filed August 24, 2006).
10.16*	Third Amendment to Loan Agreement by and among Best Circuit Boards, Inc., Global Innovation Corp., and Amegy Bank N.A. dated May 31, 2007.
10.17*	Additional Equipment Promissory Note by and between Best Circuit Boards, Inc., Global Innovation Corp., and Amegy Bank N.A. in the amount of $2,650,000, dated May 31, 2007.
10.18*	Amended and Restated Subordination Agreement by and between Best Circuit Boards, Inc., Global Innovation Corp, Brad Jacoby and Amegy Bank N.A. dated May 31, 2007.
10.19*	Revolving Credit Promissory Note by and between Best Circuit Boards, Inc., Global Innovation Corp. and Amegy Bank N.A. in the amount of $3,000,000 dated August 14, 2007.
21*	Subsidiaries of the Company. (filed as Exhibit 21 to the Company's Form 10-KSB as filed January 5, 2006).
31.1**	Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2**	Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32**	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*     Incorporated herein by reference to the respective filings identified above.

**     Filed herewith.

SIGNATURE

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

	GLOBAL INNOVATION CORP.
	(Registrant)
Date: March 14, 2008	By:    /s/ BRAD J. PETERS
	Brad J. Peters
	Vice President and Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)