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)
 
 
Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF
FINANCIAL OFFICER UNDER EXCHANGE ACT RULE 13A-14(A )

I, Jeffrey D. Reid, certify that:

1.           I have reviewed this Annual Report on Form 10-KSB/A for the fiscal year ended January 31, 2008, as filed with the Securities and Exchange Commission, of KMA Global Solutions International, Inc. (the “ Company ”);
 
2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
 
4.           I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
 
(a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
 
(b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding reliability of financial reporting and the preparation of financial statement for external purposes in accordance with generally accepted accounting principles;
 
(c)           Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report, my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
 
(d)           Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
 
5.           I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions):
 
(a)           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and
 
(b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.
 

Dated: August 12, 2008                                                                                      /s/ Jeffrey D. Reid
Jeffrey D. Reid
Chief Executive Officer and Chief Financial Officer