Global Innovation (GINV) 10-Q 2009 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, 2009

[   ] 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 [    ]

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 definitions of "large accelerated filer", "accelerated filer", and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [   ]   Accelerated filer [   ]   Non -Accelerated filer [ X ]   Smaller reporting company [   ]

At March 12, 2009 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 ANALYSIS OF FINANCIAL
	CONDITION AND RESULTS OF OPERATIONS	13
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	15
ITEM 4T.	CONTROLS AND PROCEDURES	15
	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 Sheets
(Unaudited)
			January 31,		July 31,
	ASSETS		2009		2008
Current assets:
	Cash and cash equivalents	$	500,348	$	783,195
	Trade accounts receivable, net of allowance for doubtful accounts and   sales returns of $127,961 and $179,015 at January 31, 2009 and   July 31, 2008, respectively		3,087,623		4,746,497
	Inventory, net		4,184,300		4,235,678
	Deferred income tax asset		467,280		520,270
	Income tax receivable		111,652		-
	Other current assets		202,519		310,699
	Other receivable		350,571		-
	Current assets of discontinued operations		-		827,084
	Total current assets		8,904,293		11,423,423
Property and equipment, net			8,776,259		8,969,185
Other assets:
	Goodwill		7,188,914		7,188,914
	Customer base, net		2,077,854		2,348,878
	Deferred tax asset		447,724		141,652
	Non-current assets of discontinued operations		-		17,259
			9,714,492		9,696703
	Total assets	$	27,395,044	$	30,089,311
	LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Line of credit	$	558,300	$	358,300
	Accounts payable		3,646,014		4,841,083
	Accrued expenses (including interest owed to related party of $114,800   and $113,867 at January 31, 2009 and July 31, 2008, respectively)		857,249		1,556,954
	Income tax payable		-		209,452
	Interest rate swap liability		622,760		325,133
	Notes payable, current portion		1,248,004		1,309,100
	Total current liabilities		6,932,327		8,600,022
Long-term liabilities:
	Notes payable, net of current maturities		6,563,910		7,073,785
	Convertible note payable to related party		4,200,000		4,200,000
	Total long-term liabilities		10,763,910		11,273,785
Stockholders' equity:
	Common stock; par value $0.01; 25,000,000 shares authorized;
	10,179,337 shares issued and outstanding		101,792		101,792
	Additional paid-in capital		18,321,284		18,321,284
	Accumulated deficit		(8,313,237)		(7,992,974)
	Accumulated other comprehensive loss		(411,032)		(214,598)
	Total stockholders' equity		9,698,807		10,215,504
	Total liabilities and stockholders' equity	$	27,395,044	$	30,089,311
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, 2009		January 31, 2008		January 31, 2009		January 31, 2008
Net sales			$	4,939,397	$	7,718,279	$	13,509,604	$	15,435,752
Cost of sales(including $147,564 and $164,640 to related party for the three months ended January 31, 2009 and 2008 and $367,642 and $352,205 for the six months ended January 31, 2009 and 2008)				4,171,318		5,683,900		10,805,389		11,561,416
Gross profit				768,079		2,034,378		2,704,215		3,874,336
Expenses
Selling, general and administrative expenses (including $3,240 and $8,700 for the three months ended January 31, 2009 and 2008 and $6,480 and $17,400 for the six months ended January 31, 2009 and 2008 to related party)				796,771		1,041,676		2,149,138		2,220,182
Amortization of customer base				135,512		135,512		271,024		271,024
				932,283		1,177,188		2,420,162		2,491,206
Income (loss) from operations				(164,204)		857,190		284,053		1,383,130
Other income (expense)
Interest expense				(135,271)		(164,633)		(293,718)		(323,764)
Interest expense - related party				(85,867)		(86,467)		(171,733)		(171,733)
Other income				1,956		7,430		5,222		15,212
				(219,182)		(243,670)		(460,229)		(480,285)
Income (loss) from continuing operations before provision for income taxes				(383,386)		613,520		(176,176)		902,846
Provision for income taxes				(123,083)		220,065		(45,348)		363,751
Income (loss) from continuing operations				(260,303)		393,455		(130,828)		539,094
Discontinued operations
Loss from discontinued operations, net of income tax benefits of $113,416 and $39,451 for the three months ended January 31, 2009 and 2008 and $97,588 and $62,149 for the six months ended January 31, 2009 and 2008				(220,160)		(76,582)		(189,435)		(120,642)
Net income (loss)				(480,463)		316,873		(320,263)		418,452
Other comprehensive gain(loss):
	Deferred interest rate hedge,
		Net of tax benefit of $84,837 and $121,664 for the three months ended January 31, 2009 and 2008 and $101,193 and $157,503 for the six months ended January 31, 2009 and 2008.		(164,684)		(191,320)		(196,434)		(252,343)
	Comprehensive income (loss)		$	(645,147)	$	125,553	$	(516,697)	$	166,109
Net income (loss) per share-basic and diluted
	Income (loss) per share from continuing operations		$	(0.03)	$	0.04	$	(0.02)	$	0.05
	Income (loss) per share from discontinued operations			(0.02)		(0.01)		(0.02)		(0.01)
	Net (loss) income per share		$	(0.05)	$	0.03	$	(0.04)	$	0.04
Weighted average common shares
	Basic and diluted			10,179,337		10,179,337		10,179,337		10,179,337
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,
					2009		2008
Cash flows from operating activities:
	Net income (loss) from continuing operations			$	(130,828)	$	539,094
		Adjustments to reconcile net income (loss) from continuing operations to net cash provided by operating activities of continuing operations:
			Depreciation and amortization		879,411		764,080
			Provision for doubtful accounts		23,863		-
			Deferred tax expense		(151,889)		(112,802)
			Changes in operating assets and liabilities:
			Trade accounts receivable		1,635,011		(814,564)
			Inventory		576,046		(1,170,181)
			Other current assets		105,535		374,866
			Income tax payable (receivable)		(321,104)		281,958
			Accounts payable		(1,195,069)		1,607,381
			Accrued expenses		(699,704)		(617,355)
		Net cash provided by operating activities of continuing operations			721,272		852,477
		Net cash (used by) operating activities of discontinued operations			(217,020)		(120,642)
		Net cash provided by operating activities			504,252		731,835
Cash flows from investing activities:
	Acquisition of property and equipment				(221,895)		(1,838,829)
		Net cash used in investing activities			(221,895)		(1,838,829)
Cash flows from financing activities:
	Net borrowing on line of credit				200,000		-
	Borrowing on new term note				-		899,955
	Payments on notes payable				(765,204)		(572,262)
		Net cash (used in) provided by financing activities			(565,204)		327,693
Net decrease in cash and cash equivalents					(282,847)		(779,301)
Cash and cash equivalents, beginning of period					783,195		1,210,996
Cash and cash equivalents, end of period				$	500,348	$	431,695
Supplementary disclosure of cash flow information:
	Interest paid			$	467,331	$	485,432
	Income taxes paid			$	332,108	$	126,624
Non-cash investing and financing activities:
	Property and equipment purchased with debt			$	194,233		899,955
	Sale of component of an entity financed with other receivables			$	350,571		-
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, 2009
(Unaudited)

NOTE 1 - BASIS OF PRESENTATION

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, 2009.

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, 2008, filed on October 22, 2008.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

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, 2009, the valuation allowance totaled $268,979. At January 31, 2009, inventory consisted of $914,531 in raw materials, $1,413,654 in work in process, and $1,856,115 in finished goods.

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; these criteria are met 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. If our product does not meet and/or violates the specification referenced with the order, we will authorize the return of the defective product for repair, replacement or credit. All orders are inspected to specific industry standards and are electrically tested to insure compliance with such standards prior to shipment.

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.

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 warrants and the conversion of the Company's notes payable for all periods presented.

Common shares issuable upon conversion of convertible note payable to related party of 1,120,000 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 for all periods presented 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, 2009, one customer accounted for approximately 20% of the total accounts receivable. For the three and six months ended January 31, 2009 this customer accounted for approximately 15% and 13% of net sales. At January 31, 2008, two customers accounted for approximately 40% of the total accounts receivable. For the three and six months ended January 31, 2008 these customers accounted for approximately 36% of net sales.

NOTE 4 - INCOME TAXES

The income tax provision (including affects of discontinued operations) for the periods ended January 31, 2009 and 2008 consists of the following:

	For the three months ended January 31				For the six months ended January 31
		2009		2008		2009		2008
Current (benefit)expense	$	(52,903)	$	295,064	$	8,953	$	414,404
Deferred (benefit)expense		(183,596)		(114,451)		(151,889)		(112,802)
	$	(236,499)	$	180,613	$	(142,936)	$	301,602

Significant temporary differences used in the computation of deferred tax assets and liabilities at January 31, 2009 and July 31, 2008 are as follows:

		January 31,		July 31,
		2009		2008
Deferred tax assets, current
Allowance for bad debts and sales returns	$	44,787	$	62,655
Accrued bonus		-		13,135
Accrued vacation		77,581		106,360
Accrued interest		39,032		38,715
Interest rate swap liability		211,738		110,535
Accrued legal		-		49,980
Reserve for obsolescence		94,143		138,890
	$	467,280	$	520,270
Deferred tax assets (liabilities), non-current
Depreciation of property and equipment	$	143,109	$	137,939
Net operating loss carry forward		2,657,897		2,449,145
Valuation allowance		(1,646,813)		(1,646,813)
Customer base		(706,470)		(798,619)
	$	447,724	$	141,652

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. 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, 2009.

At January 31, 2009, the Company had tax net operating loss carry forwards ("NOLs") of approximately $7.8 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.

NOTE 5 - DISCONTINUED OPERATIONS

As of January 31, 2009, the Company discontinued its assembly operation in Rowlett, Texas. The decision to close this business was based on market conditions. This business had not met expectations and the Company decided to focus resources on its core printed circuit board fabrication business. The current product mix of the Company's assembly operation consisted of legacy products and processes that did not provide future opportunities as it was configured. The economic and credit conditions did not allow for the opportunity to fund and grow the assembly business as would be needed to support the customer requirements. As a result, the Company began reporting this segment of our business as discontinued operations during the period ended January 31, 2009. The Company recorded a loss of $220,160 from discontinued operations, net of income tax benefits of $113,416 and a loss of $76,582, net of income tax benefits of $39,451, for the three months ended January 31, 2009 and 2008, re spectively. For the six months ended January 31, 2009 and 2008 the Company recorded a loss of $189,435, net of income tax benefit of $97,588 and a loss of $120,642, net of income tax benefit of $62,149, respectively, related to the discontinued operations. Assets disposed of related to the discontinued operations consisted of $827,084 in inventory and $17,258 in fixed assets at July 31, 2008.

NOTE 6 - 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 + 2.25% (2.69% at January 31, 2009) and a fee of .5% of the unused balance. The LOC matures August 13, 2009. 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, 2009, the outstanding balance under the LOC was $558,300 and the Company was in compliance with all its covenants.

NOTE 7 - NOTES PAYABLE

Notes payable consists of the following at January 31, 2009:

Note payable to financial institution payable in monthly installments of $33,333 plus interest at Libor + 1.75%, matures August 15, 2011. (1)		$	1,033,333
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)			4,835,417
Note payable to financial institution payable in monthly installments of $38,524 plus interest at 7.75%, matures October 31, 2012. (1)			1,772,116
Capital lease payable to vendor			146,808
Note payable to financing institution unsecured, matures March 1, 2009.			20,440
Other			3,800
			7,811,914
	Less current maturities of long-term debt		(1,248,004)
	Total long-term debt, less current maturities	$	6,563,910
(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 $622,760 at January 31, 2009. The change in this amount during the six months ended January 31, 2009 and 2008, net of a tax benefit in the amounts of $101,193 and $157,503 respectively, has been recorded as other comprehensive loss.

NOTE 8 - CONVERTIBLE NOTE 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 ("Jacoby"), the Company's CEO and majority shareholder, in conjunction with the Merger between Best Circuit Boards, Inc. ("BCB" and Integrated Performance Systems, Inc. ("IPS"). 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 note was payable monthly and the principal was originally due February 28, 2005, and later extended to July 31, 2005. The Notes were secured by 1) all assets of the Company and BCB, subordinated to Amegy Bank, 2) the outstanding stock of BCB and 3) the Company common stock owned by Ron Allen, the previous CEO of IPS. On October 28, 2005 both the Notes were refinanced and combined into a single note (the "New Note") 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. On September 5, 2008, the Company extended the maturity date of the $4.2 million related party debt to March 31, 2010.

NOTE 9 - 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, 2009 and 2008, 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 $114,804 and $137,340 for the three months ended January 31, 2009 and 2008 respectively, for these services and $302,122 and $297,605 for the six months ended January 31, 2009 and 2008 respectively.

The Company incurred interest expense on the $4,200,000 related party note in the amount of $85,867 and $86,467 for the three months ended January 31, 2009 and 2008 respectively, and $171,733 for the periods ended January 31, 2009 and 2008.

NOTE 10 - 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 11 - 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 September 18, 2008, the Company settled the Gehan litigation in the amount of $500,000. The $500,000 settlement was accrued at July 31, 2008 and $250,000 remains accrued as of January 31, 2009. A payment of $250,000 was paid October 3, 2008 and another payment of $250,000 is due April 3, 2009.

IntegratedPerformance 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.

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, 2009 and 2008. It should be read in conjunction with the financial information for the year ended July 31, 2008, appearing in the Company's annual Form 10-K filed on October 22, 2008.

Results of Operations

Revenues.Net sales decreased to $4,939,397 for the three months ended January 31, 2009 from $7,718,279 for the same period in 2008, a net decrease of $2,778,882 or 36%. Net sales decreased to $13,509,604 for the six months ended January 31, 2009 from $15,435,752 for the same period in 2008, a net decrease of $1,926,147 or 12.5%. The decrease for the three and six months ended January 31, 2009 is a result of the general deterioration of the worldwide economy and the slowdown in manufacturing across our customer base. The 12.5% decrease for the six months is a result of the severe slowdown during the second quarter partially offset by our strong first quarter performance. These decreases are directly related to our commercial customers. We are experiencing more consistency and some relative growth in our military business.

Gross Profit. Gross profit for the three months ended January 31, 2009 was $768,079 compared to $2,034,378 for the same period in 2008, a decrease of $1,266,299 or 62%. Gross profit for the six months ended January 31, 2009 was $2,704,215, versus a gross profit of $3,874,336 in the previous period. Gross margin decreased from 25% for the six months ended January 31, 2008 to 20% for the same period in the current year. Gross margin for the three months ended January 31, 2009 decreased from 26% to 16%. The primary cause for the decline in the three and six month gross profit is significantly lower revenues resulting in fixed costs being spread over a smaller number of units produced, combined with pricing pressures from our commercial customers.

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 decreased to $796,771 for the three months ended January 31, 2009 from $1,041,676 for the same period in 2008, a decrease of $244,905 or 20.8%. The decrease is attributable to a reduction of personnel expenses of approximately $60,000 and a reduction in legal expenses of approximately $147,000 related to a settlement agreement and the related write off of previously recorded accrued legal expenses. SG&A expenses decreased to $2,149,138 for the six months ended January 31, 2009 from $2,220,182 for the same period in 2008, a net decrease of $71,044 or 3.2% .

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, 2009 and 2008, respectively and $271,024 during the six months ended January 31, 2009 and 2008, 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, decreased from ($243,670) to ($219,182) for the three months ended January 31, 2008 and 2009, respectively. This decrease is primarily due to a decrease of approximately $30,000 in interest expense. Other income (expense) decreased from ($480,285) to ($460,229) for the six months ended January 31, 2008 and 2009 respectively.

Income Tax Provision.The income tax provision decreased to ($45,348) for the six months ended January 31, 2009, from $363,751 for the same period in the prior year related to continuing operations. The decrease in the provision is due primarily to the decrease in pre-tax income. The income tax benefit from discontinued operation increased to $97,588 for the six months ended January 31, 2009 from $62,149 for the same period in the prior year.

Liquidity and Capital Resources

We have generally financed our business from cash generated by operations and borrowings. 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, 2009, we have current assets in excess of current liabilities. 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 manufacturing 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 i nstallment 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 $721,272 provided by operations from continuing operations during the six months ended January 31, 2009 consisted of $620,557 provided by net income as adjusted for non-cash items and $100,714 provided by working capital. This compares to net cash provided by operations of $852,477 during the same period in the prior year, which consisted of $1,190,372 provided by net income as adjusted for non-cash items offset by $337,895 used by working capital. Net cash used by discontinued operations during the periods ended January 31, 2009 and 2008 was $217,020 and $120,642. Net cash provided by operations of $504,252 consisted of $721,272 provided by continuing operations offset by $217,020 used by discontinued operations for the period ended January 31, 2009. Net cash provided by operations of $731,835 consisted of $852,477 provided by continuing operations offset by $120,642 used by discontinued operations for the period e nded January 31, 2008.

Cash used for investing activities.Net cash of $221,895 used in investing activities during the six months ended January 31, 2009 consisted of purchases of fixed assets. Net cash of $1,838,829 used for investing activities during the same period in the prior year consisted of equipment purchases.

Cash flows from financing activities.Net cash used by financing activities during the six months ended January 31, 2009 was $565,204 and consisted of net borrowings on line of credit of $200,000 offset by payments of $765,204 on notes payable. Net cash provided by financing activities during the same period in the prior year was $327,693 and included $899,955 of new borrowing offset by net payments of $572,262 on notes payable.

Indebtedness and guarantees.We have a $3 million line of credit (the "LOC") described in Note 6 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, 2008, and now bear 8% interest payable semiannually, with the principal due March 31, 2010.

On August 18, 2006, 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. Additional financing, if needed, would be difficult to obtain under similar terms given the current credit markets and economic conditions.

ITEM 3.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None

ITEM 4T.     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 in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")) as of the end of the period covered by this report. The company has established a Disclosure Controls and Procedures ("DCP") Committee whose members include the CEO, President and COO, CFO and Controller. Its purpose is to design and implement disclosure controls and procedures for producing financial and non-financial information contained in 34 Act filings, and disclosing the sources of such information. The DCP Committee's responsibilities include:

1.	Ensure that the procedures result in materially accurate and complete results on a consistent basis;
2.	Review the closing procedures and the accounting controls in place to detect fraud and note any weaknesses;
3.	Document how outside auditor comments related to internal controls have been addressed;
4.	Ensure that the legal standards for materiality have been covered in the substantive disclosures in the report;
5.	Ensure compliance with all applicable provisions of the federal securities laws and other applicable regulations;
6.	Ensure that any issues related to current industry accounting issues (critical accounting procedures, revenue recognition, asset impairment, etc.) have been addressed; and
7.	Ensure that past SEC comments have been fully addressed.

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.

Annual report on internal control over financial reporting.Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our management has performed an assessment of the design and effectiveness of our internal control over financial reporting as of July 31, 2008. In making its assessment of internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. We have identified several material weaknesses.

The Company lacks key corporate governance requirements such as having only one board member that is also the CEO, no independent board members, no audit committee or financial expert and no independent whistleblower number. The Company does not have any current plans to remediate these weaknesses.

The Company also has material weaknesses in its internal control environment including a limited number of information technology ("IT") personnel, IT security controls, IT infrastructure and limited global system access controls. Management is in the process of updating and improving the overall IT infrastructure and is reviewing various solutions to implement for remediation of these weaknesses.

Process level controls for inventory, income taxes and financial reporting have been identified as material weaknesses. There is not currently an effective perpetual inventory and costing system in place. The Company is in the process of implementing a new perpetual inventory and costing system that will improve the controls related to accounting for inventory and cost of goods sold. Management expects the implementation should be complete prior to the fiscal year ending July 31, 2009. The Company has limited in-house expertise in the area of accounting for income taxes. Due to the limited knowledge in-house, the Company is required to use outside services qualified to address this weakness.

As a result of these control weaknesses the Company is lacking internal control over its financial reporting. Based on our assessment through January 31, 2009, management concluded that, as of January 31, 2009, our internal control over financial reporting is not effective. Management is reviewing the quarterly financial reporting processes and expects to have improved processes in place prior to the fiscal year ending July 31, 2009.

Changes in internal control over financial reporting.Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated whether any change in our internal control over financial reporting occurred during the last fiscal quarter. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that there have not been any changes in internal controls that have occurred during the last fiscal quarter that would materially affect our internal control over financial reporting.

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 September 18, 2008, the Company settled the Gehan litigation in the amount of $500,000. The $500,000 settlement was accrued at July 31, 2008 and $250,000 remains accrued as of January 31, 2009. A payment of $250,000 was paid October 3, 2008 and another payment of $250,000 is due April 3, 2009.

IntegratedPerformance 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.

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 22, 2008.

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)
	By:	/s/    BRAD J. PETERS
Date: March 16, 2009
	Brad J. Peters
	Vice President and Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)