UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
10-KSB/A
(Amendment
No. 1)
(Mark
One)
[X] ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
fiscal year 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: 0-50046
KMA
GLOBAL SOLUTIONS INTERNATIONAL, INC.
----------------------------------------
(Name of
small business issuer as specified in its charter)
|
NEVADA
(State
or other jurisdiction of
incorporation
or organization)
|
98-0486947
(I.R.S.
Employer
Identification
No.)
|
|
|
|
5570A
KENNEDY ROAD
MISSISSAUGA
ONTARIO
,
CANADA
L4Z2A9
(Address
of principal executive offices, zip code)
|
|
|
|
Issuer’s
telephone number:
(905)
568-5220
|
|
Securities
registered under Section 12(b) of the Exchange Act:
|
|
|
|
Title of each
class
None.
|
Name of the exchange
on which registered
None.
|
Securities
registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par
value per share
(Title of
Class)
Check whether the Issuer is not
required to file reports pursuant to Section 13 or 15(d) of the Exchange
Act.
¨
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.
þ
Yes
¨
No
Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB.
¨
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
¨
Yes
þ
No
State
Issuer's revenues for its most recent fiscal year: $4,877,606.
State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked prices of such common equity, as of a
specified date within the past 60 days: $2,278,666 as of August 8,
2008.
State the
number of shares outstanding of each of the Issuer's classes of common equity,
as of the latest practicable date: 67,333,319 shares of common stock as of
August 8, 2008.
DOCUMENTS INCORPORATED BY
REFERENCE
None.
Transitional
Small Business Disclosure format (check one):
¨
Yes
þ
No
EXPLANATORY
NOTE:
This
amendment on Form 10-KSB/A (Amendment No. 1) amends our annual report on Form
10-KSB for the fiscal year ended January 31, 2007, as filed with the Securities
and Exchange Commission on June 5, 2008 (the “Original Filing”), and is being
filed to correct a typographical error contained in Item 8A of the Original
Filing. This Amendment is not intended to update any other
information presented in the Original Filing.
Item
8A. CONTROLS AND PROCEDURES
Management’s
Evaluation of Disclosure Controls and Procedures
Our
management has evaluated the effectiveness of our disclosure controls and
procedures in ensuring that the information required to be disclosed in our
filings under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms, including ensuring that such information
is accumulated and communicated to our management as appropriate to allow timely
decisions regarding required disclosure. Based on such evaluation, our principal
executive and financial officers have concluded that such disclosure controls
and procedures were effective as of January 31, 2008, (the end of the period
covered by this Annual Report on Form 10-KSB). It should be noted
that any system of controls, however well designed and operated, can provide
only reasonable, and not absolute, assurance that the objectives of the system
are met. In addition, the design of any control system is based in
part upon certain assumptions about the likelihood of future
events. Because of these and other inherent limitations of control
systems, there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions, regardless of how
remote.
Management’s
Annual Report on Internal Control Over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13(a)-15(f) and 15d-15(f)
under the Securities Exchange Act. Our internal control over
financial reporting is designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles (GAAP). Our internal control over financial reporting
includes those policies and procedures that:
(1)
pertain to the maintenance of records that in reasonable detail accurately and
fairly reflect transactions involving our assets;
(2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with U.S. GAAP, and
that our receipts and expenditures are being made only in accordance with the
authorization of our management, and
(3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Management
assessed the effectiveness of our internal control over financial reporting as
of January 31, 2008. In making this assessment, management used the
framework set forth in the reporting entitled
Internal Control- Integrated
Framework
issued by the Committee of Sponsoring Organizations of the
Treadway Commission, or COSO. The COSO framework summarizes each of
the components of a company’s internal control system, including (i) the control
environment, (ii) risk assessment, (iii) control activities, (iv) information
and communication, and (v) monitoring. Based on our assessment and
those criteria, management believes that the Company maintained effective
internal control over financial reporting as of January 31, 2008.
This
Annual Report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting. Management was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management’s
report in this Annual Report.
Changes
in Internal Control Over Financial Reporting
During
the three months ended January 31, 2008, there were no changes in our internal
control over financial reporting that materially affected, or that are
reasonably likely to materially affect, our internal control over financial
reporting.
Item
13. EXHIBITS
|
Exhibit
No.
|
Exhibit Description
|
|
3.1
|
Certificate
of Incorporation of KMA Global Solutions International, Inc. filed March
9, 2006,which was filed with the Company's Amendment No. 1 to Form 10-SB
with the Securities and Exchange Commission on April 18, 2006 and is
incorporated herein.
|
|
3.2
|
Amended
and Restated Certificate of Incorporation of KMA Global Solutions
International, Inc. filed March 27, 2006,which was filed with the
Company's Amendment No. 1 to Form 10-SB with the Securities and Exchange
Commission on April 18, 2006 and is incorporated
herein.
|
|
3.3
|
By-Laws
of KMA Global Solutions International, Inc.,which was filed with the
Company's Amendment No. 1 to Form 10-SB with the Securities and Exchange
Commission on April 18, 2006 and is incorporated
herein.
|
|
10.1
|
Agreement
and Plan of Reincorporation and Merger dated as of March 10, 2006 between
Espo's, Ltd., and KMA Global Solutions International, Inc.,which was filed
with the Company's Amendment No. 1 to Form 10-SB with the Securities and
Exchange Commission on April 18, 2006 and is incorporated
herein.
|
|
10.2
|
Stock
Purchase Agreement as of March 7, 2006, by and between Jeffrey R.
Esposito, Kenneth C. Dollmann, certain shareholders of Espo's, Ltd.,
Jeffrey R. Esposito being designated under as their representative,
Espo's, Ltd., and 2095511 Ontario Limited., as representative of and agent
under a power of attorney for the certain transferees of Espo's, Ltd.
Common Stock, which was filed with the Company's Amendment No. 1 to Form
10-SB with the Securities and Exchange Commission on April 18, 2006 and is
incorporated herein.
|
|
10.3
|
Acquisition
Agreement dated as of March 15, 2006 by, between and among KMA Global
Solutions International, Inc., KMA Global Solutions, Inc., and 2095511
Ontario Limited., as representative of and agent under a power of attorney
for certain stockholders of KMA Global Solutions, Inc., which was filed
with the Company's Amendment No. 1 to Form 10-SB with the Securities and
Exchange Commission on April 18, 2006 and is incorporated
herein.
|
|
10.4
|
Operating
Agreement of March 9, 2006, by and among KMA Global Solutions,
LLC and KMA Global Solutions International, Inc., which was filed with the
Company's Amendment No. 1 to Form 10-SB with the Securities and Exchange
Commission on April 18, 2006 and is incorporated
herein.
|
|
10.5
|
Exchange
and Support Agreement dated March 14, 2006 among KMA Global Solutions
International, Inc., KMA Global Solutions, LLC, KMA Acquisition Exchangeco
Inc., and certain registered holders from time to time of Exchangeable
Shares issued by KMA Acquisition Exchangeco Inc, which was filed with the
Company's Amendment No. 1 to Form 10-SB with the Securities and Exchange
Commission on April 18, 2006 and is incorporated
herein..
|
|
10.6^
|
Employment
Agreement between Jeffrey D. Reid and KMA Global Solutions International,
Inc., which was filed with the Company's Amendment No. 1 to Form 10-SB
with the Securities and Exchange Commission on April 18, 2006 and is
incorporated herein.
|
|
10.7
|
Offer
to Lease between KMA Global Solutions, Inc. and Civic Investments Ltd.
Dated October 6, 2005 for 5570A Kennedy Road, Mississauga, Ontario, which
was filed with the Company's Amendment No. 1 to Form 10-SB with the
Securities and Exchange Commission on April 18, 2006 and is incorporated
herein.
|
|
10.8
|
Equipment
Lease (Contract No. 20491) dated March 18, 2005 between KMA Global
Solutions, Inc. and Capital Underwriters Inc., which was filed with the
Company's Amendment No. 1 to Form 10-SB with the Securities and Exchange
Commission on April 18, 2006 and is incorporated
herein.
|
|
10.9
|
Securities
Purchase Agreement, dated January 31, 2007, by and between KMA Global
Solutions, Inc. and the selling stockholders, which was filed with the
Company's Registration Statement on Form SB-2 with the Securities and
Exchange Commission on March 12, 2007 and is incorporated
herein.
|
|
10.10
|
Registration
Rights Agreement dated January 31, 2007, by and between KMA Global
Solutions, Inc. and the selling stockholders, which was filed with the
Company's Registration Statement on Form SB-2 with the Securities and
Exchange Commission on March 12, 2007 and is incorporated
herein.
|
|
10.11
|
Securities
Purchase Agreement, dated September 21, 2007, by and between KMA Global
Solutions, Inc. and the selling stockholders, which was filed with the
Company's Registration Statement on Form SB-2 with the Securities and
Exchange Commission on November 7, 2007 and is incorporated
herein.
|
|
10.12
|
Registration
Rights Agreement dated September 21, 2007, by and between KMA Global
Solutions, Inc. and the selling stockholders, which was filed with the
Company's Registration Statement on Form SB-2 with the Securities and
Exchange Commission on November 7, 2007 and is incorporated
herein.
|
|
10.13
|
Settlement
Agreement and Mutual Release, dated March 21, 2008, by and among KMA
Global Solutions International, Inc., Incendia Management Group, Inc. and
certain purchasers, which was filed with the Company's Form 10KSB with the
Securities and Exchange Commission on June 5, 2008 and is incorporated
herein.
|
|
14
|
Code
of Ethics, which was filed with the Company's Form 10KSB with the
Securities and Exchange Commission on May 1, 2007 and is incorporated
herein.
|
|
21
|
Subsidiaries
of the registrant, which was filed with the Company's Form 10KSB with the
Securities and Exchange Commission on June 5, 2008 and is incorporated
herein.
|
|
24
|
Power
of Attorney (included on signature page), which was filed with the
Company's Form 10KSB with the Securities and Exchange Commission on June
5, 2008 and is incorporated herein.
|
|
31
|
Certifications
of Chief Executive Officer and Chief Financial Officer under Exchange Act
Rule 13a-14(a), which was filed with the Company's Form 10KSB with the
Securities and Exchange Commission on June 5, 2008 and is incorporated
herein.
|
|
31.1#
|
Certifications
of Chief Executive Officer and Chief Financial Officer under Exchange Act
Rule 13a-14(a)
|
|
32
|
Certifications
of Chief Executive Officer and Chief Financial Officer under 18 U.S.C.
1350.
|
|
#
|
Filed
herewith.
|
|
^
|
Management
Contract or Compensatory Plan
|
|
SIGNATURES
In accordance with Section 13 or 15(d)
of the Exchange Act, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
KMA
GLOBAL SOLUTIONS INTERNATIONAL, INC.
|
August
12, 2008
|
By:
/s/
Jeffrey D. Reid
|
|
Name:
Jeffrey
D.
Reid
Title:
Chief
Executive Officer and President
(Principal
Executive Officer and Principal Financial Officer)
In accordance with the Exchange Act,
this report has been signed below by the following persons on behalf of the
registrant and in their capacities and on the dates indicated.
|
|
|
|
|
|
|
SIGNATURE
|
|
TITLE
|
|
DATE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Jeffrey
D. Reid
|
|
Chief
Executive Officer,
|
|
August
12, 2008
|
|
Jeffrey
D. Reid
|
|
President
and Chairman of the Board of Directors
|
|
|
|
|
|
|
|
|
|
/s/
Michael
McBride
|
|
Director
|
|
August
12, 2008
|
|
Michael
McBride
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
August
12, 2008
|
|
Daniel
K. Foster
|
|
|
|
|
|
|
|
|
|
|
EXHIBIT
INDEX
|
Exhibit
No.
|
Exhibit
Description
|
|
31.1
|
Certifications
of Chief Executive Officer and Chief Financial Officer under Exchange Act
Rule 13a-14(a)
|
