10-K/A 1 v153163_10k-a.htm
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K/A
(Amendment No. 1)

(Mark One)

x
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File No. 000-52669

NEXT 1 INTERACTIVE, INC.
(Exact name of registrant as specified in its charter)

Nevada
  
26-3509845
(State or other jurisdiction of
  
(I.R.S. employer
incorporation or formation)
  
identification number)

2400 N Commerce Parkway, Suite 105
Weston, FL 33326
 (Address of principal executive offices) 
 
Issuer’s telephone number:
(954) 888-9779
Issuer’s facsimile number:
(954)888-9082
   

N/A
(Former name, former address and former
fiscal year, if changed since last report)

Copies to:
The Sourlis Law Firm
Virginia K. Sourlis, Esq.
The Galleria
2 Bridge Avenue
Red Bank, New Jersey 07701
 (732) 530-9007 
www.SourlisLaw.com

Securities registered under Section 12(b) of the Exchange Act:

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

Common Stock, $0.0001 par value per share
(Title of Class)
 
 
 
 

 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o 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 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 o

Indicate by 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 (§ 229.405 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 o No x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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.    o

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,” "non-accelerated filer" and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
o
 
Accelerated filer
o
 
           
Non-accelerated filer
o
 
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 o No x

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 last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

As of the last business day of the Issuer’s most recently completed fiscal year February 28, 2009, the aggregate market value of the voting and non-voting common equity held by non-affiliates was $59,024,973 based on the last sales price of $3.00 per share as reported on the OTC Bulletin Board (OTCBB: NXOI).  4,993,340 shares of our issued and outstanding common stock are held by affiliates.
 
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:

As of June 24, 2009, ­there were 25,387,978 shares of Common Stock, $0.00001 par value per share.

DOCUMENTS INCORPORATED BY REFERENCE:
None

 
 
 

 
EXPLANATORY NOTE
 
The Registrant is filing this Amendment No. 1 to Form 10-K for the fiscal year ended February 28, 2009 to correct an error on the facing page of the originally filed Form 10-K filed with the Commission on June 16, 2009.  On the facing page of the originally filed Form 10-K, the Registrant had inadvertently indicated that it is a “shell company” as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.  The Registrant is filing this Amendment No. 1 to indicate on the facing page that it is not a shell company.
 
All of the other information contained in the originally filed Form 10-K are incorporated by reference herein.
 
The Registrant is also filing Exhibits 31 and 32 as required under the Sarbanes-Oxley Act of 2002.
 

 
 
 
 
PART IV

Item 15.  Exhibits and Financial Statement Schedules.

Exhibit
Number
  
Description of Exhibits
     
3.1
  
Articles of Incorporation of Maximus (1)
     
3.1.1
  
Amended Articles of Incorporation of Maximus (1)
     
3.1.2
  
Amendment to the Articles of Incorporation of Maximus (4)
     
3.2.1
  
Bylaws of Next 1 Interactive, Inc. (1)
     
3.2.2
  
Bylaws of Extraordinary Vacations USA, Inc. (4)
     
4.1
  
Form of Common Stock Certificate (4)
     
4.2
  
Certificate of Designations of Series A 10% Cumulative Convertible Preferred Stock of Next 1 Interactive, Inc. (4)
     
10.1
  
Share Transaction Purchase Agreement dated September 24, 2008 between EXVG, EVUSA and Maximus (2)
     
10.2
  
Employment Agreement between the Company and William Kerby (4)
     
10.3
  
Employment Agreement between the Company and Teresa McWilliams (4)
     
10.4
  
Consulting Agreement between the Company and Anthony Byron (4)
     
14.1
  
Code of Ethics (4)
 
14.2
  
Code of Business Conduct (4)
     
16.1
  
Letter, dated October 10, 2008, by Malone & Bailey, P.C., registered independent public auditors (3)
     
31.1
  
Certification of the Registrant’s Principal Executive Officer pursuant to 15d-15(e), under the Securities and Exchange Act of 1934, as amended, with respect to the registrant’s Annual Report on Form 10-K for the fiscal year ended February 28, 2009
     
31.2
  
Certification of the Registrant’s Principal Financial Officer pursuant to 15d-15(e), under the Securities and Exchange Act of 1934, as amended, with respect to the registrant’s Annual Report on Form 10-K for the fiscal year ended February 28, 2009
     
32.1
  
Certification of the Registrant’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
32.2
  
Certification of the Registrant’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 

 
(1) Incorporated by reference from the Company’s Registration Statement on Form SB-2 (SEC File No. 333-136630) filed on August 14, 2006.

 
(2) Incorporated by reference from the Company’s Registration Statement on Form S-1 (SEC File No. 333-154177) filed on October 10, 2008.

 
(3) Incorporated by reference from the Company’s Registration Statement on Form 8-K filed on October 10, 2008.

 
(4) Incorporated by reference from the Company’s Amendment No. 1 to Registration Statement on Form S-1 (SEC File No. 333-154177) filed on March 12, 2009.
 
 
 
 
SIGNATURES
 

Pursuant to the requirements of Section 13 or 15(d) 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.
 
 Date:  June 24, 2009
  
NEXT 1 INTERACTIVE, INC.
     
 
By:
/s/ WILLIAM KERBY
   
William Kerby
Chief Executive Officer
and Vice Chairman
(Principal Executive Officer)
 
In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.
 
Signature
  
Title
  
Date
         
/s/ WILLIAM KERBY
  
Chief Executive Officer and Vice Chairman
  
June 24, 2009
William Kerby
  
(Principal Executive Officer)
    
         
/s/ TERESA MCWILLIAMS
  
Chief Financial Officer
  
June 24, 2009
Teresa McWilliams
  
(Principal Financial and Accounting Officer)
    
         
/s/ JAMES WHYTE
  
Chairman of the Board
  
June 24, 2009
James Whyte
        
         
/s/ ANTHONY BYRON
  
Chief Operating Officer and Director
  
June 24, 2009
Anthony Byron