UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 3
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 May 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. 3 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 2 for the fiscal year ended July 31, 2008, filed with the SEC (the "Amended Filing") on April 29, 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.
ITEM 9A. 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 (the "Exchange Act")) as of the end of the period covered by this report. Management has concluded that our disclosure controls and procedures are not 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 July 31, 2008, management concluded that, as of July 31, 2008, 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.
Except for the amendment contained herein, this Amendment No. 3 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: June 1, 2009 | By: | /s/ BRAD J. PETERS |
Brad J. Peters | ||
Vice President and Chief Financial Officer | ||
(Principal Financial Officer and Principal Accounting Officer) | ||
