UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 2, 2006
ESSENTIAL INNOVATIONS TECHNOLOGY CORP.
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(Exact name of registrant as specified in its charter)
Nevada 000-106839 88-0492134
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
114 West Magnolia Street, Suite 400-142
Bellingham, WA 98225
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(Address of principal executive offices) (Zip Code)
360-392-3902
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(Registrant's telephone number, including area code)
n/a
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
See the disclosure provided under Item 3.02 below.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
See the disclosure provided under Item 3.02 below.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES
On March 2, 2006, Essential Innovations Technology Corp. (the
"Company") finalized its agreements with Laurus Master Fund Ltd., a Cayman
Islands corporation ("Laurus), under which Laurus agreed to provide $2.0 million
in gross proceeds through the sale of a three-year term note and access to up to
an additional $4.0 million under a secured revolving note. The term note bears
an interest rate of the prime rate plus 3% (but in any event, not lower than
8%), while the revolving note bears an interest rate of the prime rate plus 2%
(but in any event, not lower than 8%), each of which are to be secured by all of
the Company's assets, and will not be convertible into equity. In connection
with the transaction, the Company is paying certain costs and expenses of Laurus
and has issued immediately exercisable warrants to purchase up to 8,586,754
shares of the Company's common stock at an exercise price of $0.001 per share,
which expire in 2050.
This offering was conducted as a private placement exempt from
registration under Rule 506 of Regulation D promulgated under Section 4(2) of
the Securities Act of 1933, as amended. No general solicitation was used, Laurus
is an accredited investor, and Laurus acknowledged that the securities
constituted restricted securities. The Company has entered into an agreement to
register the resale of the common stock issuable upon exercise of the warrants.
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 hereunto duly authorized.
ESSENTIAL INNOVATIONS TECHNOLOGY CORP.
Date: March 8, 2006 By: /s/ Jason McDiarmid
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Jason McDiarmid
Its President
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