UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 2008
Commission files 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
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, par value $0.01 per share
(Title of class)
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers Pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, and accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
The aggregate market value of the common stock held by non-affiliates of the registrant (3,440,315), based on the closing sale price of the Common Stock as reported by the OTCBB on January 31, 2008, was $1,376,126.
For the purposes of this computation, shares of Common Stock held by all officers, directors and 10% owners of the registrant are deemed to be affiliates and have been excluded. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of April 15, 2009, there were 10,179,337 shares of the issuer's Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
None
EXPLANATORY NOTE:
This Amendment No. 2 on Form 10-K/A (the "Amendment") amends the Annual Report of Global Innovation Corp. (the "Company") on Form 10-K for the fiscal year ended July 31, 2008, filed with the SEC (the "Original Filing") on October 22, 2008 and Form 10-K/A Amendment 1 for the fiscal year ended July 31, 2008, filed with the SEC (the "Amended Filing") on March 13, 2009. This Amendment is being filed for the purpose of amending Item 9A Controls and Procedures, Evaluation of Disclosure Controls and Procedures, in response to comment letters received from the SEC on January 23, 2009, March 10, 2009 and March 30, 2009.
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. Management has concluded that our disclosure controls and procedures are ineffective 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.
Except for the amendment contained herein, this Amendment No. 2 on Form 10-K/A does not modify or update disclosures contained in the Original Filing, which is incorporated by reference.
ITEM 15. EXHIBITS
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. |
** Filed herewith.
SIGNATURE
In accordance with Section 13 or 15(d) 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 INNOVATON CORP | ||
By: | /s/ BRAD JACOBY | |
Brad Jacoby | ||
Chief Executive Officer, Chairman and sole Director | ||
Date: April 29, 2009 | By: | /s/ BRAD J. PETERS |
Brad J. Peters | ||
Vice President and Chief Financial Officer | ||
(Principal Financial Officer and Principal Accounting Officer) | ||
