Essential Innovations Technology (ESIV) 10-Q 2013 Q3 Quarterly report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended July 31, 2013
¨	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 000-10822

Essential Innovations Technology Corp.

(Exact name of registrant as specified in its charter)

Nevada	88-0492134
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

15/F, Radio City

505-511 Hennessy Road, Causeway Bay, Hong Kong

(Address of principal executive offices)

+852 2910-7828

(Registrant’s telephone number)

n/a

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

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.

þ Yes ¨ No

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 (§ 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).

þ 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 o	Accelerated filer ¨
Non-accelerated filer o	Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

¨ Yes þ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  As of September 13, 2013, the issuer had one class of common stock, with a par value of $0.001, of which 19,852,445 shares were issued and outstanding.

TABLE OF CONTENTS

		Page
	PART I—FINANCIAL INFORMATION
Item 1:	Financial Statements:
	Unaudited Balance Sheets as at July 31, 2013, and October 31, 2012	3
	Unaudited Statements of Operations for the Three and Nine Months Ended July 31, 2013 and 2012 and for the period from commencement of development stage, November 1, 2009, to July 31, 2013	4
	Unaudited Statements of Cash Flows for the Nine Months Ended July 31, 2013 and 2012 and for the period from commencement of development stage, November 1, 2009, to July 31, 2013	5
	Notes to Financial Statements (Unaudited)	6
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4:	Controls and Procedures	12
	PART II—OTHER INFORMATION
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 5:	Other Events	13
Item 6:	Exhibits	13
	Signatures	14

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PART I—FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

ESSENTIAL INNOVATIONS TECHNOLOGY CORP

(a development stage enterprise)

Balance Sheets

July 31, 2013 and October 31, 2012

(unaudited)

	2013			2012
Assets
Current assets:
Cash	$	22,545		$	146
Total current assets		22,545			146
Intellectual property		260,068			260,068
Total assets	$	282,613		$	260,214
Liabilities and Stockholders' Deficiency
Current liabilities:
Accounts payable	$	365,785		$	343,420
Accounts payable - related party		67,500			25,000
Accrued compensation		75,787			90,000
Amounts due to stockholders		75,585			7,645
Current portion of long term debt		491,299			491,299
Total current liabilities		1,075,956			957,364
Stockholders' Deficiency
Preferred stock:
$0.001 par value, authorized 10,000,000 shares,
issued and outstanding  nil shares (2012 - nil)
Common stock:
$0.001 par value, authorized 500,000,000 shares,
issued and outstanding 18,852,445 shares (2012 - 17,332,445)		18,853			17,333
Additional paid-in capital		2,818,202			2,617,922
Accumulated deficit		(1,849,309	)		(1,849,309	)
Deficit accumulated during development stage		(1,781,089	)		(1,483,096	)
Total stockholders' deficiency		(793,343	)		(697,150	)
Total liabilities and stockholders' deficiency	$	282,613		$	260,214

See accompanying notes to financial statements

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ESSENTIAL INNOVATIONS TECHNOLOGY CORP

(a development stage enterprise)

Statements of Operations

For the Three and Nine Months Ended July 31, 2013 and 2012 and for the period

from commencement of development stage, November 1, 2009,

to July 31, 2013

(unaudited)

	Three Months Ended July 31						Nine Months Ended July 31						cumulative from commencement of development stage, November 1, 2009, to July 31,
	2013			2012			2013			2012			2013
Revenue	$	-		$	-		$	-		$	-		$	-
Expenses:
General and administrative		131,635			70,411			278,965			150,411			745,988
Marketing		-			-			-			1,041,000			1,041,000
Total operating expenses		131,635			70,411			278,965			1,191,411			1,786,988
Loss from operations		(131,635	)		(70,411	)		(278,965	)		(1,191,411	)		(1,786,988	)
Interest expense		(6,385	)		(6,383	)		(19,028	)		(19,011	)		(96,394	)
Gain on debt forgiveness		-			-			-			55,000			102,293
Net Loss	$	(138,020	)		(76,794	)	$	(297,993	)		(1,155,422	)	$	(1,781,089	)
Net loss per share
Basic and diluted net loss per share	$	(0.01	)		(0.00	)	$	(0.02	)		(0.07	)
Weighted average number of shares outstanding
Basic and diluted		17,734,619			17,003,672			17,467,976			15,720,525

See accompanying notes to financial statements

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ESSENTIAL INNOVATIONS TECHNOLOGY CORP

(a development stage enterprise)

Statements of Cash Flows

For the Nine Months Ended July 31, 2013 and 2012 and for the period

from commencement of development stage, November 1, 2009,

to July 31, 2013

(unaudited)

	2013			2012			cumulative from commencement of development stage, November 1, 2009, to July 31, 2013
Cash flows from operating activities:
Net loss	$	(297,993	)	$	(1,155,422	)	$	(1,781,089	)
Adjustments to reconcile net loss for the period to
net cash used in operating activities:
Common stock issued to related parties for services received		-			30,000			114,000
Common stock issued for services received		57,800			1,048,500			1,226,300
Options issued for services received		21,500			-			21,500
Gain on forgiveness of debt		-			(55,000	)		(102,293	)
Changes in assets and liabilities:
Accounts payable		22,365			9,011			8,755
Accounts payable - related party		42,500			15,000			65,000
Accrued expenses		-			-			60,000
Accrued compensation		85,787			60,000			259,787
Net cash used in operating activities		(68,041	)		(47,911	)		(128,040	)
Cash provided by financing activities:
Proceeds received for common stock		22,500			35,000			57,500
Advances from stockholders, net		67,940			21,250			93,085
Net cash provided by financing activities		90,440			56,250			150,585
Increase in cash during the period		22,399			8,339			22,545
Cash at beginning of the period		146			-			-
Cash at end of the period	$	22,545		$	8,339		$	22,545

See accompanying notes to financial statements.

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NOTES TO FINANCIAL STATEMENTS

Note 1. Description of Business and Summary of Significant Accounting Policies

Organization

Essential Innovations Technology Corp. (the “Company”) was incorporated under the laws of the State of Nevada on April 4, 2001.  There were no recently issued accounting pronouncements that are expected to a have material impact on the Company’s financial position, results of operations, or cash flows.

Development Stage

The Company is devoting substantially all of its efforts on establishing the business and principal operations have not commenced. All losses accumulated since inception of the development stage have been considered as part of the Company’s development stage activities.

The Company re- entered the development stage effective November 1, 2009.

Interim Period Financial Statements

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the Securities and Exchange Commission’s instructions.  Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements.  The results of operations reflect interim adjustments, all of which are of a normal recurring nature and, in the opinion of management, are necessary for a fair presentation of the results for such interim period.  The results reported in these interim financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year.  Certain information and note disclosure normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations.  These unaudited interim financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report for the year ended October 31, 2012,as filed with the Securities and Exchange Commission on February 13, 2013.

Going Concern

The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not generated any revenue since commencement of the development stage, has an accumulated deficit, and has had no positive cash flows from operations. As noted in Note 2 to these financial statements the Company acquired rights to certain intellectual property and it is the Company’s intention to raise additional equity to finance development of a market for its products until positive cash flows can be generated from its operations. However, there can be no assurance that such additional funds will be available to the Company when required or on terms acceptable to the Company. Such limitations could have a material adverse effect on the Company’s business, financial condition or operations, and these financial statements do not include any adjustment that could result. Failure to obtain sufficient additional funding would necessitate the Company to reduce or limit its operating activities or even discontinue operations.

Basis of presentation 

These financial statements have been prepared in accordance accounting principles generally accepted in the United States of America (“GAAP”).

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Cash

Cash and cash equivalents include bank demand deposit accounts and highly liquid short term investments with maturities of three months or less when purchased. Cash consists of checking accounts held at financial institutions in Hong Kong which, at times, balances may exceed insured limits.  The Company has not experienced any losses related to these balances, and management believes the credit risk to be minimal.

Intangible Assets

Intangible assets consist of intellectual property. Intangible assets with definite lives or bases for productivity are recorded at cost and are amortized over the expected life or productivity base of the asset. Intangible assets with indefinite lives are not amortized but are evaluated periodically for impairment. Management tests intangible assets for impairment at least annually or more frequently whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company determined that there is no impairment of intangible assets for the three and nine months ended July 31, 2013.

Advertising Expenses

Advertising costs are expensed as incurred. The Company did not incur any advertising costs during the three and nine months ended July 31, 2013 and 2012.

 Net Loss per Share

Basic net loss per share is calculated by dividing the net loss attributable to common shareholders by the weighted average number of common shares outstanding in the period. Diluted loss per share takes into consideration common shares outstanding (computed under basic loss per share) and potentially dilutive securities. For the three and nine months ended July 31, 2013 and 2012, outstanding stock options and warrants are antidilutive because of net losses, and as such, their effect has not been included in the calculation of diluted net loss per share. Common shares issuable are considered outstanding as of the original approval date for purposes of earnings per share computations.

Comprehensive Income (Loss)

The Company has no components of other comprehensive income (loss) and accordingly, no statement of comprehensive income (loss) is included in the accompanying financial statements.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the fiscal year. The Company bases its estimates on historical experience, current conditions and on other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates and assumptions.

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Financial Instruments

The Company has the following financial instruments: accounts payable, accrued expenses and compensation, and amounts due to stockholders. The carrying value of these financial instruments approximates their fair value due to their liquidity or their short-term nature.

Share-Based Compensation

The Company accounts for stock-based awards at fair value on date of grant and recognition of compensation over the service period for awards expected to vest.  The fair value of stock options is determined using the Black-Scholes valuation model, which is consistent with the Company’s valuation techniques previously utilized for options in footnote disclosures.

Recent Accounting Pronouncements

The Company reviews recently adopted and proposed accounting standards on a continual basis. For the three and nine months ended July 31, 2013 and 2012 no new pronouncements had a material impact on the Company’s financial statements.

Note 2. Related-Party Transactions and Balances

Advances due to Stockholders

During the nine months ended July 31, 2013 and 2012 stockholders of the Company advanced $67,940 and $21,250, respectively. The balance owing as at July 31, 2013 of $75,585 is included in advances due to stockholders.

Accrued Remuneration and Services

During the nine months ended July 31, 2013 and 2012 the Company’s president and sole director provided management services for which the amounts of $90,000 and $90,000 respectively have been accrued. During the nine months ended July 31, 2013 $100,000 of the amount owing was converted into 1,000,000 shares of common stock. The balance owing as at July 31, 2013 of $75,787 is included in accrued compensation.

An entity, related by common ownership to two shareholders of the Company, has provided consulting services in the amount of $45,000 and $31,250 during the nine months ended July 31, 2013 and 2012, respectively. The balance owing, as at July 31, 2013, of $67,500 is included in accounts payable, related party.

Note 3. Share Capital

Preferred Stock

The Company’s authorized capital includes 500,000 shares of preferred stock of $0.001 par value. The designation of rights including voting powers, preferences, and restrictions shall be determined by the Board of Directors before the issuance of any shares.

No shares of preferred stock are issued and outstanding as of July 31, 2013 and October 31, 2012.

Common Stock

The Company is authorized to issue 500,000,000 shares of common stock, par value of $0.001.

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On September 18, 2009, the Board of Directors approved the consolidation of the issued and outstanding common stock on the basis of one new share for each 20 shares, effective upon approval of the regulatory authorities.  The Company’s common stock was consolidated effective as of  March 21, 2011 and the anthorized number of shares of common stock reduced to 25,000,000.

On May 3, 2012 the Board of Directors approved the immediate increase in authorized shares of common stock to 500,000,000 shares with a par value of $0.001 per share.

The application of this stock consolidations to share and per share amounts has been shown retroactively in these financial statements.

During the nine months ended July 31, 2013 the Company

●   Issued 70,000 shares of common stock for services with a fair value of $57,800.

●   Issued 1,000,000 shares of common stock as settlement of $100,000 of accrued remuneration.

●   Issued  450,000 shares  of common stock for cash proceeds of $22,500.

Stock Purchase Warrants

At July 31, 2013, the Company had reserved shares of common stock for the following outstanding warrants to purchase 66,494 shares of the Company’s common stock:

Number of warrants		Exercise Price		Expiry
	66,494	$	0.02		2050

No warrants were issued and 178,063 warrants expired during the nine months ended July 31, 2013. 

Options

A summary of the Company’s stock options as of July 31, 2013 is as follows:

	Number of Options		Weighted Average Exercise Price
Outstanding at October 31, 2012		500,000		0.25
Options issued		50,000		0.75
Outstanding at July 31, 2013		550,000	$	0.30

The following table summarizes stock options outstanding at July 31, 2013:

Exercise Price		Number Outstanding at July 31, 2013		Average Remaining Contractual Life (Years)		Number Exercisable at July 31, 2013		Intrinsic value
$	0.25		500,000		3.50		500,000		-
$	0.75		50,000		1.75		50,000		-

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As at July 31, 2013 550,000 shares of common stock were reserved for outstanding options. The Company’s policy is to issue new shares as settlement of options exercised. There were 50,000 options granted and none exercised during the nine months ended July 31, 2013. The fair value of each option granted is estimated at the date of grant using the Black-Scholes option-pricing model The assumptions used in calculating the fair value, in the amount of $21,500, of the options granted were: risk-free interest rate of 1.0%, a 2 year expected life, a dividend yield of 0.0%, and a stock price volatility factor of 100%.

Note 4.  Subsequent Event

Subsequent to July 31, 2013 the Company issued 1 million shares for services received with a fair value of $100,000.

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 ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the accompanying unaudited financial statements for the three and nine-month periods ended July 31, 2013 and 2012, and for the period from commencement of development stage, November 1, 2009, to July 31, 2013 and our annual report on Form 10-K for the year ended October 31, 2012, including the financial statements and notes thereto.

Forward-Looking Information May Prove Inaccurate

This report contains statements about the future, sometimes referred to as “forward-looking” statements.  Forward-looking statements are typically identified by the use of the words “believe,” “may,” “could,” “should,” “expect,” “anticipate,” “estimate,” “project,” “propose,” “plan,” “intend,” and similar words and expressions.  Statements that describe our future strategic plans, goals, or objectives are also forward-looking statements.

Readers of this report are cautioned that any forward-looking statements, including those regarding our management’s current beliefs, expectations, anticipations, estimations, projections, proposals, plans, or intentions, are not guarantees of future performance or results of events and involve risks and uncertainties.  The forward-looking information is based on present circumstances and on our predictions respecting events that have not occurred, that may not occur, or that may occur with different consequences from those now assumed or anticipated.  Actual events or results may differ materially from those discussed in the forward-looking statements as a result of various factors.  The forward-looking statements included in this report are made only as of the date of this report.  We are not obligated to update such forward-looking statements to reflect subsequent events or circumstances.

Introduction

During the three and nine-month periods ended July 31, 2013 the Company has continued to make efforts towards engaging the research and development and future business channels and relationships to facilitate the on-going testing of its technology.  During the quarter the Company entered into exclusive representation agreements forPhilippines,Dubai and the UAE for a complete line of HVAC equipment manufactured by Mammoth Zhejiang company of China.  The Company has secured such exclusive rights for an initial term through the end of Calendar 2014 for each of these markets.  The goal of this sales and marketing agreement is to give the Company the opportunity to attempt to generate sales revenue during periods in which it remains in research and development phase for its technologies.  The Company possesses specific expertise and has long-standing relationships in the HVAC field in these and many other global markets.

Results of Operations

Comparison of the Three and Nine Months Ended July 31, 2013,

with the Three and Nine Months Ended July 31, 2012

We had no gross revenue for the three and nine- month periods ended July 31, 2013 and 2012

Our general and administrative expenses from continuing operations for the three and nine months ended July 31, 2013, were $131,635 and $278,965 compared to $70,411 and $150,411 for the comparable periods ended July 31, 2012, an increase of 87% and 85.5%.  The increase is primarily due to two consulting contracts, which totaled $91,800, entered into related to promoting our services and developing markets for our technology.

During the three and nine months ended July 31, 2013 we had marketing expenses of $nil and $nil, respectively, as compared to $nil and $1,041,000 for the respective three and nine-months ended July 31, 2012. The decrease is due to the expensing of marketing-related consulting contracts in the three and nine-months ended July 31, 2012

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Overall, we have a net loss of $138,020 and $297,993 for the respective three and nine-months ended July 31, 2013, as compared to a net loss of $76,794 and $1,155,422 in the corresponding three and nine-months of the preceding year.

We had 1 part-time employee as of July 31, 2013.

Liquidity and Capital Resources

As of July 31, 2013, our current assets were $22,545, as compared to $146 at October 31, 2012.  As of July 31, 2013, our current liabilities were $1,075,956, as compared to $957,364 at October 31, 2012.

Operating activities used net cash of $68,041 for the nine months ended July 31, 2013, as compared to use of $47,911 for the nine months ended July 31, 2012.

Net cash of $90,440 was provided by financing activities during the nine months ended July 31, 2013, as compared to $56,250 net cash provided by financing activities during the comparable nine months ended July 31, 2012.

Our current balances of cash will not meet our working capital and capital expenditure needs for the whole of the current year.  Because we are not currently generating sufficient cash to fund our operations, we will need to rely on external financing to meet future capital and operating requirements.  Any projections of future cash needs and cash flows are subject to substantial uncertainty.  Our capital requirements depend upon several factors, including the rate of market acceptance, our ability to get to production and generate revenues, our level of expenditures for production, marketing, and sales, purchases of equipment, and other factors.  We can make no assurance that financing will be available in amounts or on terms acceptable to us, if at all.  Further, if we issue equity securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences, or privileges senior to those of existing holders of common stock, and debt financing, if available, may involve restrictive covenants that could restrict our operations or finances.  If we cannot raise funds, when needed, on acceptable terms, we may not be able to continue our operations, grow market share, take advantage of future opportunities, or respond to competitive pressures or unanticipated requirements, all of which could negatively impact our business, operating results, and financial condition.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4.  CONTROLS AND PROCEDURES

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this quarterly report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.  Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officers (our “Certifying Officers”) , as appropriate, to allow timely decisions regarding required disclosure.  Our management evaluated, with the participation of our Certifying Officers, the effectiveness of our disclosure controls and procedures as of July 31, 2013, pursuant to Rule 13a-15(b) under the Exchange Act.  Based upon that evaluation, our Certifying Officers concluded that, as of July 31, 2013, our disclosure controls and procedures were not effective.

There have been no changes in our internal control over financial reporting that occurred during the quarter ended July 31, 2013, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the quarter ended July 31, 2013, we issued the following unregistered securities, which have not been previously reported, as follows:

●   On June 30, 2013 we issued 1,000,000 shares of common stock for the settlement of accrued remuneration with a fair value of $100,000.

●   On July 31, 2013 we issued 450,000 shares of common stock for cash proceeds of $22,500

●   On August 26, 2013 we issued 1,000,000 shares of common stock for services received with a fair value of $100,000.

With the issuances above, no general solicitation was used and the transactions were negotiated directly with our executive officers and affiliated company.  The recipients of the common stock represented in writing that they were not residents of the United States, acknowledged that the securities constituted restricted securities, and consented to a restrictive legend on the certificates to be issued.  These transactions were made in reliance on Regulation S.

●   On May 6, 2013 we issued 50,000 shares of common stock for services with a fair value of $35,000

●   On May 7, 2013 we issued 20,000 shares of common stock for services with a fair value of $22,800

With the issuances above, no general solicitation was used and the transactions were negotiated directly with the recipients who are residents of the United States, acknowledged that the securities constituted restricted securities, and consented to a restrictive legend on the certificates to be issued.  These transactions were made in reliance on Regulation D.

ITEM 5.  OTHER EVENTS

Not applicable

ITEM 6.  EXHIBITS

The following exhibits are filed as a part of this report:

Exhibit Number*	Title of Document	Location
Item 31	Rule 13a-14(a)/15d-14(a) Certifications
31.01	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14	Attached
Item 32	Section 1350 Certifications
32.01	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer) and (Chief Financial Officer)	Attached
Item 101	Interactive Data File
101	Interactive Data File	Attached

_______________

* All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document.

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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.

	Registrant
	ESSENTIAL INNOVATIONS TECHNOLOGY CORP.
Date: September 13, 2013	By:	/s/ JASON MCDIARMID
		Jason McDiarmid
		President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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