UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

 

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2011

 

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

EXCHANGE ACT OF 1934

 

For the transition period from _______ to ________

 

COMMISSION FILE NUMBER     333-148155

 

Solar Energy Initiatives, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   3674   20-5241121

(State or other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)

  (I.R.S. Employer Identification No.)

 

119 Milliken Drive

Kingstree, SC 29556

(Address of principal executive offices including zip code)

 

(904) 644-6090

Registrant’s telephone number, including area code

 

Copies to:

Stephen M. Fleming, Esq.

Law Offices of Stephen M. Fleming PLLC

49 Front Street, Suite #206

Rockville Centre, New York 11570

516-833-5034

516-977-1209 (fax)

 

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 of 1934 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 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 large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ]  Accelerated filer [  ]  Non-accelerated filer [  ]  Smaller Reporting Company [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]

 

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: as of December 15, 2011 the Company had 702,171,901 shares of its common stock, par value per share $0.001, issued and outstanding.

  

 

 

 
 

 

SOLAR ENERGY INITIATIVES, INC.

Explanatory Note

 

The purpose of the Amendment No. 1 on Form 10–Q/A to Registrants’s quarterly report on Form 10–Q for the quarter ended October 31, 2011, filed with the Securities and Exchange Commission on December 15, 2011 (the “Form 10–Q”), is solely to furnish Exhibit 101 to the Form 10–Q in accordance with Rule 405 of Regulation S–T.

 

No other changes have been made to the Form 10–Q.  This Amendment No. 1 speaks as of the original filing date of the Form 10–Q, 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–Q.

 

Pursuant to rule 406T of Regulation S–T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

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  ITEM 6. EXHIBITS

 

Exhibit Number   Description of Exhibit
3.1   Certificate of Incorporation.
3.2   By-Laws.
3.3   Certificate of Amendment dated August 2, 2006
3.4   Certificate of Amendment dated February 2, 2007
3.5   Certificate of Amendment to the Certificate of Incorporation
3.6   Certificate of Amendment to the Certificate of Incorporation
4.1   0784655 B.C. LTD Promissory Note with the Company.
4.2   Amended Convertible Debenture Purchase and Sale Agreement between 0784655 B.C. LTD, Envortus and the Company.
4.3   Agreement for distribution of solar panels between an Asian Solar Photovoltaic Manufacturer and the Company
4.4   Form of Warrant issued to the April and May 2009 Investors
4.5   Form of Subscription Agreement entered into by the April and May 2009 Investors
4.6   Form of Securities Purchase Agreement
4.7   Form of Common Stock Purchase Warrant
10.1   Employment Agreement by and between Brad Holt and the Company
10.2   Employment Agreement by and between David Fann and the Company
10.3   Employment Agreement by and between David Surette and the Company
10.4   Employment Agreement by and between Michael Dodak and the Company
10.5   Website Purchase Agreement by and among NP Capital Corp, SEI Acquisition, Inc., Solar Energy, Inc., David H. Smith Revocable Trust dated June 16, 1993 and David Smith
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.
101.INS**   XBRL Instance Document
101.SCH**   XBRL Schema Document
101.CAL**   XBRL Calculation Linkbase Document
101.DEF**   XBRL Definition Linkbase Document
101.LAB**   XBRL Label Linkbase Document
101.PRE**   XBRL Presentation Linkbase Document

 

** Filed herewith.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  SOLAR ENERGY INITIATIVES, INC.
     
Dated: January 3, 2012 By: /s/ David Fann
    David Fann
    Chief Executive Officer
    (Principal Executive Officer)
     
Dated: January 3, 2012    
  By: /s/ Pierre Besuchet
    Pierre Besuchet
    Director

 

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EXHIBITS INDEX

 

Exhibit Number   Description of Exhibit
3.1   Certificate of Incorporation.
3.2   By-Laws.
3.3   Certificate of Amendment dated August 2, 2006
3.4   Certificate of Amendment dated February 2, 2007
3.5   Certificate of Amendment to the Certificate of Incorporation
3.6   Certificate of Amendment to the Certificate of Incorporation
4.1   0784655 B.C. LTD Promissory Note with the Company.
4.2   Amended Convertible Debenture Purchase and Sale Agreement between 0784655 B.C. LTD, Envortus and the Company.
4.3   Agreement for distribution of solar panels between an Asian Solar Photovoltaic Manufacturer and the Company
4.4   Form of Warrant issued to the April and May 2009 Investors
4.5   Form of Subscription Agreement entered into by the April and May 2009 Investors
4.6   Form of Securities Purchase Agreement
4.7   Form of Common Stock Purchase Warrant
10.1   Employment Agreement by and between Brad Holt and the Company
10.2   Employment Agreement by and between David Fann and the Company
10.3   Employment Agreement by and between David Surette and the Company
10.4   Employment Agreement by and between Michael Dodak and the Company
10.5   Website Purchase Agreement by and among NP Capital Corp, SEI Acquisition, Inc., Solar Energy, Inc., David H. Smith Revocable Trust dated June 16, 1993 and David Smith
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.
101.INS**   XBRL Instance Document
101.SCH**   XBRL Schema Document
101.CAL**   XBRL Calculation Linkbase Document
101.DEF**   XBRL Definition Linkbase Document
101.LAB**   XBRL Label Linkbase Document
101.PRE**   XBRL Presentation Linkbase Document

 

** Filed herewith.

 

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