Attached files

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EX-31.2 - EXHIBIT 31.2 - Solar Energy Initiatives, Inc.ex312.htm
EX-31.1 - EXHIBIT 31.1 - Solar Energy Initiatives, Inc.ex311.htm
EX-32.1 - EXHIBIT 32.1 - Solar Energy Initiatives, Inc.ex321.htm
EX-32.2 - EXHIBIT 32.2 - Solar Energy Initiatives, Inc.ex322.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  
FORM 10-K
(AMENDMENT NO. 1)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 2010

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number:  333-148155
 
Solar Energy Initiatives, Inc.
(Exact Name of Registrant as Specified in its Charter)


Delaware   
 
20-5241121
(State or other jurisdiction of Incorporation)
 
(I.R.S. Employer Identification No.)
   
  
818 A1A North
Suite 201
Ponte Vedra Beach, Florida 32082
 (Address of principal executive offices including zip code)
 
(904) 644-6090
Registrant’s telephone number, including area code:

 
Securities registered under Section 12(b) of the Exchange Act:  None
Securities registered under Section 12(g) of the Exchange Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act [ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
[  ] Yes [ X ] No

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 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 the 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. [  ]

Indicate by a check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  ( )   No (  )
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  {  }  No {X }

Large accelerated filer [  ] Accelerated filer [  ] Non-accelerated filer [  ] Smaller Reporting Company  [x]
 
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of November 10, 2010, the Company had outstanding 41,490,789 shares of its common stock, par value $0.001.
 


 
 

 
 
 
Explanatory Note

The purpose of this Amendment No. 1 to Solar Energy Initiatives, Inc.’s Annual Report on Form 10-K for the year ended July 31, 2010, filed with the Securities and Exchange Commission on November 15, 2010 (the “Form 10-K”), is solely to amend to provide the proper text in Exhibits 31.1 and 31.2 to the Form 10-K.
 
 
No other changes have been made to the Form 10-K.  This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a)  Audited Financial Statements for fiscal year ended July 31, 2010.
  
(b)   Exhibits.
 
Exhibit Number
 
Description of Exhibit
3.1
 
Certificate of Incorporation.(1)
3.2
 
By-Laws. (1)
3.3
 
Certificate of Amendment dated August 2, 2006(1)
3.4
 
Certificate of Amendment dated February 2, 2007(1)
3.5
 
Certificate of Amendment to the Certificate of Incorporation (6)
3.6
 
Certificate of Amendment to the Certificate of Incorporation (8)
4.1
 
0784655 B.C. LTD Promissory Note with the Company.(2)
4.2
 
Amended Convertible Debenture Purchase and Sale Agreement between 0784655 B.C. LTD, Envortus and the Company. (2)
4.3
 
Agreement for distribution of solar panels between an Asian Solar Photovoltaic Manufacturer and the Company*(9)
4.4 
 
2009 Incentive Stock Plan (10)
4.5 
 
Form of Warrant issued to the April and May 2009 Investors (11)
4.6 
 
Form of Subscription Agreement entered into by the April and May 2009 Investors (11)
10.1
 
Employment Agreement by and between Brad Holt and the Company(4)
10.2  
 
Employment Agreement by and between David Fann and the Company(4)
10.3  
 
Employment Agreement by and between David Surette and the Company(4)
10.4  
 
Employment Agreement by and between Michael Dodak and the Company(4)
10.5
 
Website Purchase Agreement by and among NP Capital Corp, SEI Acquisition, Inc., Solar Energy, Inc., David H. Smith Revocable rust dated June 16, 1993 and David Smith (7)
23.1
 
Consent of L.L. Bradford & Company, LLC (12)
31.1
 
Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
 
Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
 
Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.2
 
Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
* Portions of this exhibit have been redacted pursuant to a request for confidential treatment submitted to the Securities Exchange Commission.
  
(1) Incorporated by reference to the Form SB-2 Registration Statement filed with the Securities Exchange Commission on December 17, 2007.
 
(2) Incorporated by reference to the Form SB-2 Registration Statement filed with the Securities Exchange Commission on February 1, 2008.
 
(3) Incorporated by reference to the Form S-1 Registration Statement filed with the Securities Exchange Commission on March 6, 2008.
 
(4)  Incorporated by reference to the Form S-1 Registration Statement filed with the Securities Exchange Commission on April 1, 2008.

(5) Incorporated by reference to the Form S-1 Registration Statement filed with the Securities Exchange Commission on April 25, 2008.

(6) Incorporated by reference to the Form 8K Current Report filed with the Securities Exchange Commission on August 1, 2008.

(7) Incorporated by reference to the Form 8K Current Report filed with the Securities Exchange Commission on August 27, 2008.

(8) Incorporated by reference to the Form 8K Current Report filed with the Securities Exchange Commission on September 25, 2008.

(9) Incorporated by reference to the Form S-1 Registration Statement filed with the Securities Exchange Commission on May 21, 2008.

(10) Incorporated by reference to the Form S-8 Registration Statement filed with the Securities Exchange Commission on March 19, 2009.

(11) Incorporated by reference to the Form 8K Current Report filed with the Securities Exchange Commission on May 22, 2009.

(12) Incorporated by reference to the Form 10K Current Report filed with the Securities Exchange Commission on November 15, 2010.
 
   
 
 
 
 

 
 
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.
 
 
Solar Energy Initiatives, Inc.
 
       
Date:  April 28, 2011
By:
/s/ David W. Fann
 
   
David W. Fann
 
   
Chief Executive Officer and Director (Principal Executive Officer)
 
       
       
       
Date:  April 28, 2011
By: 
/s/ Michael Dodak
 
   
Michael Dodak
 
   
Interim Chief Financial Officer (Principal Accounting and Financial Officer)
 
 
 
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the date indicated.
 
Signature
 
Title
 
Date
         
/s/ David W. Fann
 
Chief  Executive Officer (Principal Executive Officer), Director
 
April 28, 2011
David W. Fann
       
         
/s/ Michael Dodak
 
Interim Chief Financial Officer (Principal Financial and Accounting Officer)
 
April 28, 2011
Michael Dodak
       
         
/s Everett Airington
 
Director
 
April 28, 2011
Everett Airington
       
         
/s Pierre Besechut
 
Director
 
April 28, 2011
Pierre Besechut