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 6, 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 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On March 6, 2006, Essential Innovations Technology Corp. (the
"Company") closed its agreement with Earth Source Energy, Inc., Pacific Geo
Exchange, Inc., and their six stockholders (Mueller Family Trust, Jade Eagle
Trust, Aries Developments Ltd., Lynn Mueller, Mark McCooey, Paul Callon,
together referred to as the "Selling Stockholders") to acquire all of the issued
and outstanding stock of Earth Source Energy, Inc. and Pacific Geo Exchange,
Inc. (the "Acquired Businesses"). Neither the Acquired Businesses nor any of the
Selling Stockholders are affiliates of the Company. At closing, the Company paid
the Selling Stockholders CDN$400,000 in cash and promissory notes aggregating
CDN$760,000, and issued the Selling Stockholders an aggregate of 1,171,230
shares of common stock. The promissory notes bear interest at the rate of 10%
per annum and are payable on demand after March 17, 2006.
With this acquisition, the Company now owns western Canada's largest
and most-experienced geoexchange installers for commercial and residential
applications.
The issuance of these securities was conducted pursuant to Regulation
S. The Selling Stockholders represented in writing that they were not residents
of the United States, acknowledged in writing that the securities constituted
restricted securities, and consented to a restrictive legend on the certificates
to be issued. The Company has entered into an agreement to register the resale
of the common stock issued to the Selling Stockholders at closing.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
UNDER AND OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
See the disclosure provided under Item 2.03 above.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES
See the disclosure provided under Item 2.01 above.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired. Pursuant to the
requirements of Item 2.01 of Form 8-K, the Company will file audited financial
statements for the business acquired in an amendment to this report on or before
May 22, 2006.
(b) Pro Forma Information. See subparagraph (a) above.
(c) Shell Company Transactions. Not applicable.
(d) Exhibits. The following is filed as an Exhibit to this report:
Exhibit
Number Title of Document Location
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Item 99. Other Exhibits
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99.01 Public Release dated March 10, 2006 This filing
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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 hereunto duly authorized.
ESSENTIAL INNOVATIONS TECHNOLOGY CORP.
Date: March 10, 2006 By: /s/ Jason McDiarmid
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Jason McDiarmid
Its President
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