UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarterly Period Ended April 30, 2005
Commission File Number 000-106839
Essential Innovations Technology Corp.
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(Exact name of small business issuer as specified in its charter)
Nevada
--------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
88-0492134
------------------------------------
(I.R.S. Employer Identification No.)
114 West Magnolia Street, Suite 400-142
Bellingham, WA 98225
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(Address of principal executive offices)
360-392-3902
---------------------------
(Issuer's telephone number)
n/a
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(Former name, former address and former fiscal year,
if changed since last report)
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.
[X] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of June 7, 2005, the issuer had
one class of common stock, with a par value of $0.001 per share, of which
13,555,963 shares were issued and outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
TABLE OF CONTENTS
Page
PART I--FINANCIAL INFORMATION
Item 1: Financial Statements:
Unaudited Consolidated Balance Sheet as at April 30, 2005 ........3
Unaudited Consolidated Statements of Operations for the
Three and Six Months Ended April 30, 2005 and 2004..............4
Unaudited Consolidated Statement of Stockholders' Equity and
Comprehensive Loss for the Six Months Ended April 30, 2005......5
Unaudited Consolidated Statement of Cash Flows for the
Six Months Ended April 30, 2005 and 2004........................6
Notes to Consolidated Financial Statements........................7
Item 2: Management's Discussion and Analysis or Plan of Operation............14
Item 3: Controls and Procedures..............................................16
PART II--OTHER INFORMATION
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds..........17
Item 6: Exhibits.............................................................17
Signatures...........................................................18
2
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements
ESSENTIAL INNOVATIONS TECHNOLOGY CORP.
Consolidated Balance Sheet
(Expressed in United States dollars)
April 30, 2005
(unaudited)
Assets
Current assets:
Cash $ 58
Accounts receivable 11,775
Inventory 2,076
Prepaid contract expenses 5,371
Prepaid expenses and deposits 5,027
-----------------------------------------------------------------------------------------------
Total current assets 24,307
Property and equipment, net 57,688
Geo-site rights 272,468
Deposits 13,366
- ---------------------------------------------------------------------------------------------------------
Total assets $ 367,829
=========================================================================================================
Liabilities and Stockholders' Deficiency
Current liabilities:
Accounts payable $ 408,982
Accrued expenses 77,605
Accrued wages 375,848
Deferred revenue 5,857
Tenant inducements 20,406
Notes payable, related parties 32,846
Due to stockholders 407,292
-----------------------------------------------------------------------------------------------
Total current liabilities 1,328,836
Stockholders' Deficiency
Preferred stock:
$0.001 par value, authorized 10,000,000 shares
subscribed and unissued nil shares -
Common stock:
$0.001 par value, authorized 100,000,000 shares
issued and outstanding 13,555,963 shares 13,556
Additional paid-in capital 5,184,113
Accumulated deficit (6,143,462)
Accumulated other comprehensive loss (15,214)
- ---------------------------------------------------------------------------------------------------------
Total stockholders' deficiency (961,007)
- ---------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' deficiency $ 367,829
=========================================================================================================
See accompanying notes to consolidated financial statements.
3
ESSENTIAL INNOVATIONS TECHNOLOGY CORP.
Consolidated Statements of Operations
(Expressed in United States dollars)
For the three and six months ended April 30, 2005 and 2004
(unaudited)
Three Three
months months Six months Six months
ended April ended April ended April ended April
30, 2005 30, 2004 30, 2005 30, 2004
Revenue $ 56,123 $ - $ 73,532 $ -
Cost of Sales 47,592 - 50,616 -
--------------------------------------------------------------
Gross Profit 8,531 - 22,916 -
Expenses:
General and administrative 486,541 435,647 860,844 732,136
Research and development - 86,891 - 170,788
---------------------------------------------------------------------------------------------------------------
486,541 522,538 860,844 902,924
Other income:
Interest expense (4,441) (853) (9,364) (2,861)
Interest expense, related parties (540) (32) (1,080) (740)
Interest income 3 5 5 14
---------------------------------------------------------------------------------------------------------------
(4,978) (880) (10,439) (3,587)
- -------------------------------------------------------------------------------------------------------------------------
Loss from continuing operations (482,988) (523,418) (848,367) (906,511)
Discontinued operation
Loss from operations of discontinued segment - (31) - (710)
Loss for the period $ (482,988) $ (523,449) $ (848,367) $ (907,221)
=========================================================================================================================
Loss per share - basic and diluted $ (0.04) $ (0.05) $ (0.06) $ (0.08)
Weighted average number of shares outstanding 13,295,000 11,602,474 13,175,162 11,531,676
=========================================================================================================================
See accompanying notes to consolidated financial statements.
4
ESSENTIAL INNOVATIONS TECHNOLOGY CORP.
Consolidated Statement of Stockholders' Deficiency and Comprehensive Loss
(Expressed in United States dollars)
For the six months ended April 30, 2005
(unaudited)
Accumulated
other
Additional compre- Total
Common paid in Accumulated hensive stockholders'
Common stock stock issuable capital deficit loss deficiency
-------------------- ----------------- ----------- ------------ --------- ----------
Number of Number of
Shares Amount Shares Amount
Balance, October 31, 2004 12,924,539 $ 12,925 104,241 $ 104 $ 4,584,989 $ (5,295,095) $ (23,949) $ (721,026)
Loss for the period - - - - - (848,367) - (848,367)
Foreign currency translation - - - - - - 8,735 8,735
----------
Comprehensive loss (839,632)
Issuance of common stock issuable 104,241 104 (104,241) (104) - - - -
Common stock issued to related
parties for services received
three months ended January 31, 2005 90,373 90 - - 90,283 - - 90,373
three months ended April 30, 2005 156,810 157 - - 156,653 - - 156,810
Common stock issued for services
received three months ended
April 30, 2005 55,000 55 - - 54,945 - - 55,000
Common stock issued for geo-site
rights three months ended
April 30, 2005 225,000 225 - - 224,775 - - 225,000
Options issued to related parties
for services received three
months ended April 30, 2005 - - - - 25,000 - - 25,000
Options issued for geo-site rights
three months ended April 30, 2005 - - - - 47,468 - - 47,468
------------------------------------------------------------------------------------------------
Balance April 30, 2005 13,555,963 $ 13,556 - $ - $ 5,184,113 $ (6,143,462) $ (15,214) $ (961,007)
================================================================================================
See accompanying notes to consolidated financial statements.
5
ESSENTIAL INNOVATIONS TECHNOLOGY CORP.
Consolidated Statements of Cash Flows
(Expressed in United States dollars)
For the six months ended April 30, 2005 and 2004
(unaudited)
Six months Six months
ended April ended April
30, 2005 30, 2004
------------ ------------
Cash provided by (used in):
Operations:
Loss for the period $ (848,367) $ (907,221)
Adjustment to reconcile loss for the period to
net cash used in operating activities:
Loss on disposal of property and equipment - 398
Loss on lapse of real estate option - 10,000
Depreciation of property and equipment 7,398 11,843
Gain on tenant inducements (4,859) (1,956)
Common stock issued for services including related loss 35,000 10,000
Common stock issued to related parties for services 247,183 169,997
Loss related to common stock issued to related parties
for debt settlement and equipment - 509,029
Common stock issued for debt settlement - 17,668
Options and warrants issued for services - 5,846
Options and warrants issued to related parties for services 25,000 37,498
Foreign exchange effect on cash 8,404 5,210
Changes in assets and liabilities
Accounts receivable (2,810) 650
Inventory 69 (914)
Prepaid expenses 11,193 201
Accounts payable 154,789 52,981
Accrued expenses and wages 292,825 (20,500)
Deferred revenue 5,857 -
-----------------------------------------------------------------------------------------------
Net cash used in operating activities (68,318) (99,270)
---------------------------------
Investments:
Purchase of property and equipment (5,510) (3,938)
Proceeds from disposal of assets - 8,360
-----------------------------------------------------------------------------------------------
Net cash used in investing activities (5,510) 4,422
---------------------------------
Financing:
Issuance of common stock - -
Tenant inducements received 5,574 -
Advances from shareholders 68,225 142,064
Repayments to shareholders - (43,300)
Loan proceeds received - -
Loan repayments - -
-----------------------------------------------------------------------------------------------
Net cash provided by financing activities 73,799 98,764
---------------------------------
Increase in cash during the period (29) 3,916
Cash at beginning of the period 87 2,626
---------------------------------
Cash at end of the period $ 58 $ 6,542
=================================
See accompanying notes to consolidated financial statements.
6
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(In United States Dollars)
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. The Company's subsidiary,
Essential Innovations Corporation, is engaged in the manufacturing and
distribution of both the "EI Elemental Heat Energy System" family of geothermal
heat products and technology and the "EI Water Master Series" line of
point-of-entry water treatment and purification systems. Up to January 31, 2005,
substantially all of the Company's efforts have been directed towards product
and distribution chain development primarily in western Canada. Effective as of
February 1, 2005, management has determined that the Company has emerged from
the development stage.
Future Operations
- -----------------
The Company's consolidated financial statements have been prepared using
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. To date, the Company has not
generated positive cash flow from operations. It is the Company's intention to
raise additional funds to finance the further development of its business until
positive operating cash flow 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 consolidated financial statements do not
include any adjustment that could result. Failure to obtain sufficient
additional funding would require the Company to reduce or limit its operating
activities.
Basis of Preparation
- --------------------
The accompanying unaudited interim consolidated financial statements have been
prepared in accordance with United States generally accepted accounting
principles for interim financial information and with the instructions to Form
10-QSB and Rule 10-01 of Regulation S-X. Accordingly, they do not include all
the information and footnotes required by generally accepted accounting
principles for complete financial statements. The results of operations reflect
interim adjustments, all of which are of a normal recurring nature and which, in
the opinion of management, are necessary for a fair presentation of the results
for such interim period. The results reported in these interim consolidated
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
generally accepted accounting principles have been condensed or omitted pursuant
to the Securities and Exchange Commission's rules and regulations. These
unaudited interim consolidated financial statements should be read in
conjunction with the audited consolidated financial statements included in the
Company's Annual Report on Form 10-KSB for the year ended October 31, 2004.
These unaudited interim consolidated financial statements include the accounts
of Essential Innovations Technology Corp. and its wholly-owned subsidiaries,
Essential Innovations Corporation, or EIC and Essential Innovations Asia
Limited, or EIAL. EIC was incorporated on February 9, 2001, and as noted above,
the Company was incorporated on April 4, 2001. At that time, all of the existing
shareholders of EIC exchanged their common shares for common shares of the
Company. The Company had no assets and liabilities at the time of the exchange.
7
Since the only assets of the combined entity after the exchange were those of
the subsidiary prior to the exchange, a change in ownership did not take place.
Since this exchange lacked substance, it was not a purchase event and has been
accounted for based on existing carrying amounts of the subsidiary's assets and
liabilities, consistent with the guidance contained in FASB Technical Bulletin
85-5 Issues Relating to Accounting for Business Combinations. All significant
intercompany balances and transactions have been eliminated.
Cash
- ----
Cash consists of checking accounts held at financial institutions in the United
States, Canada and Hong Kong.
Inventory
- ---------
Inventory consists of finished products and parts, which are stated at the lower
of cost (first-in, first-out method) or market.
Property and Equipment
- ----------------------
Property and equipment are stated at cost less accumulated depreciation, unless
the estimated future undiscounted cash flows expected to result from either the
use of an asset or its eventual disposition is less than its carrying amount in
which case an impairment loss is recognized based on the fair value of the
asset.
Depreciation of property and equipment is based on the estimated useful lives of
the assets and is computed using straight-line and accelerated methods over
lives ranging between three and five years. Repairs and maintenance are charged
to expense as incurred. Expenditures for new facilities and expenditures that
substantially increase the useful lives of existing assets are capitalized, as
well as interest costs associated with major capital projects until ready for
their intended use.
Tenant Inducements
- ------------------
Tenant inducements are related to a rent-free period received by the Company
upon entering into a lease for its manufacturing and research and development
facilities and are capitalized and amortized over the initial term of the
related lease.
Research and Development Expenses
- ---------------------------------
Research and development costs are expensed as incurred. Costs incurred to date
include personnel and facilities costs, depreciation and amortization of
research and development related property and equipment and licensing fees for
technology used in the development effort.
Advertising Expenses
- --------------------
Advertising costs will be expensed as incurred. No advertising expense has been
incurred since inception.
Revenue Recognition
- -------------------
Revenues from the sales of geothermal products are recognized as the sales are
made, the price is fixed and determinable, collectibility is probable and no
8
significant Company obligations with regard to the products remain. Revenues
from contracts are recognized on a percentage of completion basis measured by
percentage of cost incurred to date to estimated total cost for each contract.
Because of the inherent uncertainties in estimating cost, it is at least
reasonably possible that the estimates used may change in the near term.
Revenues from the sale of bioenergetic medical products were recognized in the
same manner as sales of geothermal products.
Discontinued Operations
- -----------------------
On August 16, 2004, the Company and SOTA Instruments, Inc. agreed to terminate
their International Marketing Agreement. Accordingly, operating results of this
segment have been presented as discontinued operations in these consolidated
financial statements. During 2005 and 2004, operations from this business
segment generated no revenues.
Income Taxes
- ------------
Income taxes are accounted for under the asset and liability method. Deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and operating
loss and tax credit carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date. To
the extent that it is not considered to be more likely than not that a deferred
tax asset will be realized, a valuation allowance is provided.
Investment Tax Credits
- ----------------------
The Company follows the cost reduction method of accounting for investment tax
credits, or ITC, whereby the benefit of assistance is recognized as a reduction
in the cost of the related capital asset or expenditure when receipt of the ITC
is considered to be reasonably assured. Any adjustments necessary to ITC are
recorded in the period the adjustments are known.
Loss per Share
- --------------
Basic loss per share is calculated by dividing the net loss available to common
stockholders 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. Potentially dilutive securities are antidilutive during the three-
and six-month periods ended April 30, 2005 and 2004.
Comprehensive Loss
- ------------------
Statement of Financial Accounting Standards, or SFAS, No. 130 establishes
standards for reporting comprehensive income (loss) and its components in
financial statements. Comprehensive loss, as defined, includes all changes in
equity (net assets) during a period from nonowner sources. To date, the Company
has not had any significant transactions that are required to be reported in
other comprehensive loss, except for foreign currency translation adjustments.
Use of Estimates
- ----------------
The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires
9
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 consolidated financial statements and the reported amounts of
revenues and expenses during the fiscal year. Actual results may differ from
those estimates.
Foreign Operations and Currency Translation
- -------------------------------------------
The Company translates foreign assets and liabilities of its subsidiaries, other
than those denominated in U.S. dollars, at the rate of exchange at the balance
sheet date. Revenues and expenses are translated at the average rate of exchange
throughout the year. Gains or losses from these translations are reported as a
separate component of other comprehensive income (loss), until all or a part of
the investment in the subsidiaries is sold or liquidated. The translation
adjustments do not recognize the effect of income tax because the Company
expects to reinvest the amounts indefinitely in operations.
Transaction gains and losses that arise from exchange rate fluctuations on
transactions denominated in a currency other than the local functional currency
are included in "general and administrative expenses" in the statement of
operations, which amount was not material for the three- and six-month periods
ended April 30, 2005 and 2004.
Effective August 1, 2003, the Company changed its functional currency from the
Canadian dollar to the U.S. dollar. The Company continues to use the U.S. dollar
as its reporting currency. The reason for the change was because a majority of
the Company's transactions are denominated in U.S. dollars. Consistent with SFAS
No. 52, Foreign Currency Translation, the change in functional currency will be
accounted for prospectively; therefore, there is no effect on the historical
consolidated financial statements. The translated amounts for nonmonetary assets
at July 31, 2003, became the accounting basis for those assets as of August 1,
2003. EIC continues to use the Canadian dollar as its functional currency. EIAL
continues to use the Hong Kong dollar as its functional currency.
Financial Instruments
- ---------------------
The Company has the following financial instruments: cash, accounts receivable,
accounts payable, accrued expenses and wages, notes payable to related parties
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.
Concentration of Credit Risk
- ----------------------------
Financial instruments that potentially subject the Company to credit risk
consist principally of cash and accounts receivable. Cash is deposited with high
credit quality financial institutions.
Stock-based Compensation
- ------------------------
The Company accounts for equity instruments issued to nonemployees in accordance
with the provisions of SFAS No. 123 and Emerging Issues Task Force ("EITF")
96-18. All transactions in which goods or services are the consideration
received for the issuance of equity instruments are accounted for based on the
fair value of the consideration received or the fair value of the equity
instrument, whichever is more reliably measurable.
The Company accounts for stock-based compensation arrangements with employees in
accordance with the provisions of Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees ("APB No. 25") and related
interpretations and complies with the disclosure provisions of SFAS No. 123,
Accounting for Stock-Based Compensation. Under APB No. 25, compensation expense
10
is based on the difference, if any, between fair value of the Company's stock
and the exercise price of options issued on the date of grant ("the
intrinsic-value method"). Unearned compensation, if any, is amortized over the
vesting period of the individual options.
As allowed by SFAS No. 123, the Company has elected to continue to apply the
intrinsic-value method of accounting described above, and has adopted only the
disclosure requirements of SFAS No. 123. The following table illustrates the
effect on net loss if the fair-value method had been applied to all outstanding
and unvested awards in each period:
2005 2004
------------ -------------
Net loss, as reported $(848,367) $(907,221)
Add stock-based employee compensation expense included in
reported net loss, net of tax 272,981 37,500
Deduct total stock-based employee compensation expense
determined under the fair-value method, net of tax (308,075) (104,462)
------------ -------------
Pro forma net loss $(883,461) $(974,183)
============ =============
Pro forma net loss per share $ (0.07) $ (0.08)
============ =============
Note 2. Property and Equipment
Property and equipment consist of the following:
Computer equipment $ 5,310
Computer software 1,862
Office furniture and equipment 21,399
Automotive 5,672
Leasehold improvements 44,815
------------
79,058
Less accumulated depreciation (21,370)
------------
$ 57,688
============
Note 3. Geo - Site Rights
The Company acquired the exclusive rights to provide a geo-field Operating Lease
and to supply its heating and cooling units to a new residential subdivision in
Westbank, British Columbia, for 225,000 common shares of the Company for fair
value of $225,000 and 150,000 warrants exercisable, until 2010, for 150,000
common shares of the Company, 75,000 at $0.75 per share and 75,000 at $1.00 per
share. The Company has guaranteed that the 225,000 common shares of the Company
will have an aggregate fair market value of at least $225,000 one year after
issuance, and if the aggregate fair market value is less than $225,000, the
Company will issue additional common shares to make the aggregate value
$225,000.
Note 4. Related-party Transactions and Balances
Notes Payable, Related Parties
- ------------------------------
During 2003, a director and officer of the Company made an unsecured loan to the
Company in the amount of $30,600, due on demand, payable monthly as to interest
only at 8%, with the principal to be repaid in full on or before April 1, 2004.
11
In connection with this loan, options were granted that entitle the holder to
purchase 50,000 common shares of the Company until 2012: 25,000 at $0.25 per
share and 25,000 at $0.50 per share. The fair value of the options of $37,978
was recorded as interest expense during 2003. During 2004, the loan was extended
and the Company agreed to pay an additional $6,511 in refinancing costs. The
balance remaining at April 30, 2005, is $32,846.
Due to Stockholders
- -------------------
Amounts due to stockholders at April 30, 2005, are unsecured, without specific
terms of repayment and non-interest-bearing with the exception of $30,000, for
which interest is 12% of the principal amount, regardless of when repayment is
made. During 2002, warrants were granted that entitle the holder of the $30,000
loan to purchase 50,000 common shares at $0.35 per share. The fair value of the
warrants of $11,329 has been included in additional paid-in capital. During
2003, a stockholder settled $72,645 of non-interest-bearing loans in exchange
for 290,580 fully-paid common shares. The common shares were recorded at their
estimated fair value of $145,290, calculated by reference to the fair value of
the shares at the time of the settlement, and the Company recognized an
additional expense of $72,645. During 2004, $7,976 of amounts due to
stockholders were settled by the issuance of 10,635 fully-paid common shares.
The Company recognized an additional expense of $2,659 on these transactions.
The balance remaining due at April 30, 2005, is $407,292.
Other Related-party Transactions
- --------------------------------
During the three and six months ended April 30, 2005, the Company incurred
consulting fees and related expenses to a company controlled by an officer and
director of the Company in the amounts of $30,000 and $67,500.
Note 5. Share Capital
Preferred Shares
- ----------------
During 2002, the Company increased its authorized capital with the creation of
10,000,000 preferred shares with a $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.
Common Shares
- -------------
During 2005:
o The Company issued 104,241 common shares, which were issuable
at October 31, 2004.
o The Company issued 247,183 common shares to certain employees
and consultants for services provided with a fair value of
$229,138. The common shares have been recorded at their
estimated fair value of $1.00 per share on the dates the
transactions were provided and the Company has recorded
additional compensation of $18,045.
o The Company issued 55,000 common shares to certain consultants
for services provided with a fair value of $55,000.
o The Company issued 225,000 common shares for the acquisition
of exclusive rights to provide a geo - utility to a
residential project.
12
Stock Purchase Warrants
- -----------------------
At April 30, 2005, the Company had outstanding warrants, which expire in 2007,
to purchase 100,000 shares of the Company's common stock, at $0.35 per share,
and warrants, which expire in 2010, to purchase 150,000 shares of the Company's
common stock, 75,000 at $0.75 per share and 75,000 at $1.00 per share. At April
30, 2005, 250,000 shares of common stock were reserved for these warrants.
Note 6. Stock-based Compensation
Although the Company does not have a formal stock option plan, during 2005 and
2004, the Company issued stock options to directors, employees, advisors and
consultants.
A summary of the Company's stock options is as follows:
Weighted Average
Number of Options Exercise Price
-------------------- --------------------
Outstanding at October 31, 2003 4,870,000 0.75
Granted
Options issued to directors, employees, advisors, and
consultants 690,000 1.14
--------------------
Outstanding at October 31, 2004 5,560,000 0.79
Options forfeited (75,000) (1.25)
Options issued to employees 80,000 0.63
--------------------
Outstanding at April 30, 2005 5,565,000 0.77
--------------------
The following table summarizes stock options outstanding at April 30, 2005:
Average Remaining Number
Number Outstanding at Contractual Life Exercisable at
Exercise Price April 30, 2005 (Years) April 30, 2005
- ----------------- ----------------------- ------------------- ----------------
$0.25 404,750 3.68 404,750
0.50 587,250 5.20 587,250
0.75 1,498,000 8.46 1,498,000
1.00 2,726,250 7.73 2,688,750
1.25 50,000 6.50 50,000
1.50 282,500 7.00 245,000
2.00 16,250 6.00 16,250
----------------------- ----------------
5,565,000 5,490,000
======================= ================
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 of the options granted were risk-free interest rate of 5.0%, a
five-year expected life and a dividend yield of 0.0%.
Note 7. Subsequent Events
Subsequent to April 30, 2005, the Company
(a) entered into a one-year agreement with a firm to provide
services in return for Cdn $10,000 per month and up to one
million options, depending upon attainment of milestones, at
prices varying between $0.50 per share to $1.50 per share.
13
(b) agreed with certain directors, employees and consultants to
convert accrued and unpaid salaries and fees totaling $519,804
into 1,137,897 common shares.
(c) entered into a one-year agreement with two consultants for the
provision of certain marketing services in return for 184,000
common shares.
Item 2. Management's Discussion and Analysis or Plan of Operation
The following discussion should be read in conjunction with the
accompanying condensed consolidated financial statements for the three- and
six-month periods ended April 30, 2005 and 2004, and our annual report on Form
10-KSB for the year ended October 31, 2004, as amended, 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. We intend the
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934.
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.
The following discussion should be read in conjunction with our
financial statements and the notes thereto.
Introduction
- ------------
Management believes the most significant feature of our financial
condition is that we have commenced the sales and installation the EI Elemental
Heat Energy System. Management believes that gross revenue will increase in each
quarter and we will start to generate positive cash flow from operations,
although we cannot provide assurances that this will happen.
14
Results of Operations
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Comparison of the Three and Six Months Ended April 30, 2005,
with the Three and Six Months Ended April 30, 2004
We have generated gross revenue of $56,123 and $73,532 with related
costs of revenue of $47,592 and $50,616 in the three- and six-month periods
ended April 30, 2005, respectively. There were no revenues or cost of revenue
for the three and six months ended April 30, 2004.
Our operating expenses for the three and six months ended April 30,
2005, were $486,541 and $860,844, respectively, as compared to $522,538 and
$902,924 for the comparable periods in 2004, a decrease of 7% and 5%,
respectively. This reflects the finalization of many of our products and the
commencement of commercialization of the products. There were no research and
development charges included in operating expenses for the three and six months
ended April 30, 2005, as compared to $86,891 and $170,788, respectively, for the
three and six months ended April 30, 2004.
We had ten full-time employees as of April 30, 2005, as compared to
eight full-time employees at April 30, 2004.
Liquidity and Capital Resources
- -------------------------------
As of April 30, 2005, our current assets stood at $24,307, as compared
to $32,577 at October 31, 2004. As of April 30, 2005, our current liabilities
were $1,328,836, as compared to $807,167 at October 31, 2004. Net cash used in
operating activities decreased from $99,270 for the six months ended April 30,
2004, to $68,318 for the six months ended April 30, 2005, mainly due to the
significant increase in unpaid trade payables, accrued expenses and wages, and
deferred revenue in 2005, as compared to the respective period of 2004.
Net cash spent on investing activities increased to $5,510 for the six
months ended April 30, 2005, as compared to net cash received during the six
months ended April 30, 2004 of $4,422, due to increased investment in property
and equipment.
Net cash of $73,799 provided by financing activities during the six
months ended April 30, 2005, consists of advances from stockholders, as compared
to net cash of $98,764 during the comparable six months ended April 30, 2004,
which was also derived from advances by stockholders.
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.
15
Item 3. Controls and Procedures
We maintain disclosure controls and procedures that are designed to
ensure that information required to be disclosed by us in the reports that we
file or submit to the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified by the Securities and Exchange
Commission's rules and forms, and that information is accumulated and
communicated to our management, including our principal executive and principal
financial officers (whom we refer to in this periodic report as 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
defined in Rule 13a-15(e) under the Securities Exchange Act) as of April 30,
2005, pursuant to Rule 13a-15(b) under the Securities Exchange Act. Based upon
that evaluation, our Certifying Officers concluded that, as of April 30, 2005,
our disclosure controls and procedures were effective.
There were no changes in our internal control over financial reporting
that occurred during our most recently completed fiscal quarter that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
16
PART II--OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Sales of Unregistered Securities
- --------------------------------
In March 2005, we issued an aggregate of 81,810 common shares to four
nonexecutive employees for services received with a fair value of $67,608, or
$0.83 per share, and 75,000 common shares to an executive employee for services
with a fair value of $75,000, or $1.00 per share. The employees represented 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. This transaction was effected in reliance on
Regulation S.
In April 2005, we issued 225,000 common shares for the acquisition of
the rights, with a fair value of $225,000, or $1.00 per share, to provide
geo-operating lease supply products to a new residential project. The recipient
represented that it is not a resident of the United States, acknowledged that
the securities constituted restricted securities, and consented to a restrictive
legend on the certificate to be issued. This transaction was effected in
reliance on Regulation S.
In April 2005, we issued 55,000 common shares to consultants for
services received with a fair value of $55,000, or $1.00 per share. The
recipients represented that they were not residents of the United States,
acknowledged that the securities constituted restricted securities, and
consented to restrictive legends on the certificates to be issued. This
transaction was effected in reliance on Regulation S.
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 Attached
Pursuant to Rule 13a-14
31.02 Certification of Principal Financial Officer Attached
Pursuant to Rule 13a-14
Item 32 Section 1350 Certifications
- ---------------- ---------------------------------------------------- --------
32.01 Certification Pursuant to 18 U.S.C. Section 1350, Attached
as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (Chief Executive Officer)
32.02 Certification Pursuant to 18 U.S.C. Section 1350, Attached
as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (Chief Financial Officer)
- ---------------
* 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.
17
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Registrant
ESSENTIAL INNOVATIONS TECHNOLOGY CORP.
Date: June 13, 2005 By: /s/ Jason McDiarmid
---------------------------------
Jason McDiarmid, President and
Chief Executive Officer
Date: June 13, 2005 By: /s/ Kenneth G.C. Telford
---------------------------------
Kenneth G.C. Telford
Chief Financial Officer
18