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EX-32 - SECTION 906 CERTIFICATION - Essense Water, Inc.ex32.txt
EX-31 - SECTIION 302 CERTIFICATION - CEO - Essense Water, Inc.ex311.txt
EX-31 - SECTION 302 CERTIFICATION - CFO - Essense Water, Inc.ex312.txt

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MAY 31, 2012

                        Commission file number 333-180978

                                 ESSENSE WATER, INC.
             (Exact name of registrant as specified in its charter)

                                      Nevada
         (State or other jurisdiction of incorporation or organization)

                               3638 N Rancho Drive
                              Las Vegas, NV  89130
          (Address of principal executive offices, including zip code)

                                  (509)995-2433
                     (Telephone number, including area code)

                             Mr. Jeffrey Nichols, Esq.
                                  811 6th Avenue
                               Lewiston, ID  83501
                        (415)314-9088/(800)219-4345 (FAX)
                     (Name and Address of Agent for Service)

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 last 90 days.
YES [X] 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," "non-accelerated filer," and "smaller reporting company" in Rule 12b-
2 of the Exchange Act.

Large accelerated filer [ ]               Accelerated filer [ ]
Non-accelerated filer [ ]                 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 [X] NO [ ]

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 12,000,000 shares as of
July 6, 2012.




                                      -1-

ITEM 1. FINANCIAL STATEMENTS. The financial statements for the quarter ended May 31, 2012 immediately follow. Essense Water, Inc. (A Development-Stage Company) Unaudited Interim Condensed Balance Sheets As of May 31, 2012 ASSETS May 31, August 31, 2012 2011 Current Assets Cash $ 135 $ 157 --- --- Total Current Assets 135 157 --- --- TOTAL ASSETS $ 135 $ 157 === === LIABILITIES Current Liabilities Accrued Liabilities 2,625 4,375 Payable to Affiliates 27,254 18,627 ------ ----- Total Current Liabilities 29,879 23,002 ------ ------ STOCKHOLDERS' EQUITY(DEFICIT) Common Stock: Paid-In Capital, Par Value $0.0001 per Share, 75,000,000 Shares Authorized, 12,000,000 Shares Outstanding 1,200 1,200 Additional Paid In Capital 800 800 Deficit Accumulated During Development Stage (31,744) (24,845) ------ ------ Total Shareholders' Equity (29,744) (22,845) ------ ------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT) $ 135 $ 157 === === The accompanying notes are an integral part of these financial statements. -2-
Essense Water, Inc. (A Development-Stage Company) Unaudited Interim Condensed Statements of Operations Inception Three Three Nine Nine (January Months Months Months Months 29,2009) Ended Ended Ended Ended Through May May May May May 31,2012 31,2011 31,2012 31,2011 31,2012 ------- ------- ------- ------- ------- Income: Operating Revenues $ 0 $ 0 $ 0 $ 0 $ 0 - - - - - Total Income 0 0 0 0 0 - - - - - Expenses: General & Administrative 2,392 2,130 6,899 7,681 31,744 ----- ----- ----- ----- ------ Total Expenses 2,392 2,130 6,899 7,681 31,744 ----- ----- ----- ----- ------ Provision for Income Taxes 0 0 0 0 0 - - - - - Net Income (Loss) $(2,392) $(2,130) $(6,899) $(7,681) $(31,744) ===== ===== ===== ===== ====== Net Loss per Common Share - Basic and Diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00) ==== ==== ==== ==== Weighted Average Number of Shares Outstanding - Basic and Diluted 12,000,000 12,000,000 12,000,000 12,000,000 ========== ========== ========== ========== The accompanying notes are an integral part of these financial statements. -3-
Essense Water, Inc. (A Development-Stage Company) Unaudited Interim Condensed Statements of Cash Flows January 29, 2009 Nine Months Nine Months (Inception) Ended Ended Through May May May 31,2012 31,2011 31,2012 ------- ------- ------- Cash Flows from Operating Activities: Net Loss $ (6,899) $ (7,681) $(31,744) Net Change in Accrued Liabilities (1,750) 750 2,625 --- --- ----- Net Cash Provided By (Used In) Operating Activities (8,649) (6,931) (29,119) ----- ----- ------ Cash Flows from Financing Activities: Advances from Affiliate 8,627 7,117 27,254 Proceeds from Sale of Common Stock 0 0 2,000 - - ----- Net Cash Flows Provided by Financing Activities 8,627 7,117 29,254 ----- ----- ------ Net Increase (Decrease) in Cash (22) 186 135 --- ----- --- Cash - Beginning of Period 157 696 0 Cash - End of Period $ 135 $ 882 $ 135 Supplemental Disclosure of Cash Flow Information: Cash Paid For: Interest $ - $ - $ - Income Taxes $ - $ - $ - The accompanying notes are an integral part of these financial statements. -4-
Essense Water, Inc. (A Development-Stage Company) Unaudited Interim Condensed Statement of Shareholders' Equity For the Period From Inception (January 29, 2009) Through May 31, 2012 Deficit Accumulated ---- Paid-In Capital ---- During Development Shares Amount Excess of Par Stage Total ---------------------------------------------------------------------------- BALANCE, 1/29/2009 0 $ 0 $ 0 $ 0 $ 0 ---------------------------------------------------------------------------- Sale of Common Shares To Founder for Cash on May 29, 2009 12,000,000 1,200 800 0 2,000 Deficit - thru August 31, 2009 (3,911) (3,911) ---------------------------------------------------------------------------- BALANCE, 8/31/2009 12,000,000 $ 1,200 $ 800 $(3,911) $(1,911) ---------------------------------------------------------------------------- Deficit - thru August 31, 2010 (9,117) (9,117) ---------------------------------------------------------------------------- BALANCE, 8/31/2010 12,000,000 $ 1,200 $ 800 $(13,027)$(11,027) ---------------------------------------------------------------------------- Deficit - thru August 31, 2011 (11,818) (11,818) ---------------------------------------------------------------------------- BALANCE, 8/31/2011 12,000,000 $ 1,200 $ 800 $(24,845)$(22,845) ---------------------------------------------------------------------------- Deficit - Nine Months Ended May 31, 2012 (6,899) (6,899) ---------------------------------------------------------------------------- BALANCE, 5/31/2012 12,000,000 $ 1,200 $ 800 $(31,744)$(29,744) ---------------------------------------------------------------------------- The accompanying notes are an integral part of these financial statements. -5-
Essense Water, Inc. (A Development-Stage Company) Unaudited Interim Condensed Notes to the Financial Statements ----------------------------------------------------------------------------- NOTE 1 - CONDENSED FINANCIAL STATEMENTS The accompanying financial statements have been prepared by Essense Water, Inc. (the "Company") without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at May 31, 2012, and for all periods presented herein, have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's August 31, 2011 audited financial statements. The results of operations for the period ended May 31, 2012 are not necessarily indicative of the operating results for the full year. NOTE 2 - GOING CONCERN The Company's financial statements are prepared using generally accepted accounting principles in the United States of America 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 yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and other investors sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. NOTE 3. RELATED PARTY TRANSACTIONS The Company's sole Officer and Director has advanced/loaned the Company funds and has paid certain third-party expenses on behalf of the Company. As of May 31, 2012 and May 31, 2011, the amounts owing the sole officer and director were $27,254 and $17,090, respectively. These amounts are payable on demand and are non-interest bearing. -6-
The Company's sole officer and director receives and is owed no salary. NOTE 4 - SUBSEQUENT EVENTS Company has evaluated subsequent events through the date that the financial statements were issued. There were no significant subsequent events that need to be disclosed. ------------------------------------------------------ ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. FORWARD LOOKING STATEMENTS This report contains forward-looking statements that involve risk and uncertainties. We use words such as "anticipate", "believe", "plan", "expect", "future", "intend", and similar expressions to identify such forward-looking statements. Investors should be aware that all forward- looking statements contained within this filing are good faith estimates of management as of the date of this report and actual results may differ materially from historical results or our predictions of future results. RESULTS OF OPERATIONS We are still in our exploration stage and have generated no revenue to date. We incurred operating expenses of $2,392 for the three months ended May 31, 2012. Our expenses during the period consisted of $1,750 in accounting services and $642 for miscellaneous expenses. For the same period in the previous year, expenses totaled $2,130, consisting of $1,750 in accounting services and $380 in miscellaneous expenses. Our net loss from inception (January 29, 2009) through May 31, 2012 totals $31,744. Since our most recent fiscal year end of August 31, 2011, our cash balance decreased from a balance of $157 to $135, as we continue to be dependent on advances from our founder. Accrued liabilities are down from $4,375 at year end to $2,625 at present due to the more expensive year end audit reflected at the August 31 year end date versus the accounting review done on the Company's quarterly operations. This balance has subsequently been reduced and paid down by way of further advances from the Company's founder. The balance of Payable to Affiliates has increased from $18,627 at year end to a present balance of $27,254 as the founder continues to provide necessary cash advances to cover the cost of our operating shortfalls. We expect that he will continue to fund such amounts, as necessary, to cover continuing shortfalls. Due to continuing losses, Shareholders' Equity decreased from $(22,845) at year end to $(29,744) as of May 31, 2012. In May 2009, a total of 12,000,000 shares of common stock were issued in exchange for $2,000, or $.0017 per share. These securities were issued to Kevin Nichols, the sole officer and director of the Company. -7-
The following table provides selected financial data about our Company for the period ended May 31, 2012. Balance Sheet Data: 5/31/12 ------------------- ------- Cash $ 135 Total Assets $ 135 Total Liabilities $ 29,879 Shareholders' Equity $ (29,744) LIQUIDITY AND CAPITAL RESOURCES Our cash balance at May 31, 2012 was $135. In order to achieve and meet the objectives of our business plan, we will require additional funding. During the Company's most recent quarter, it filed a Registration Statement on Form S-1 with the U.S. Securities and Exchange Commission in an effort to raise capital in an amount up to $200,000 through the sale of shares of its common stock. This Form S-1 Registration Statement became effective on June 28, 2012. Until such time as the Company is successful in raising funds through its above-referenced Form S-1 stock offering, it will continue to survive on and utilize funds as may be provided by its sole officer/director, who has agreed to advance funds for operations until such time as the Company receives sufficient funding from other source(s). However, we have no formal commitment, arrangement(s), or legal obligation with our founder to advance or loan funds to us. As of May 31, 2012 our officer/director has loaned and paid expenses directly on the Company's behalf totaling $27,254. These funds are payable upon demand and bear no interest. PLAN OF OPERATION Our plan of operation for the next 12 to 24 months consists of the following steps/stages: 1. Seek additional funding of capital. The Company expects to finalize testing and formulation of its product once it achieves the 25% level of funding from its S-1 Offering. The Company intends to continue with its focus of resources towards raising capital through its S-1 offering over the next few months. 2. Formulation of its drink product is of foremost importance at present in this stage of the Company's business cycle. As stated earlier, the drink will be formulated with added ingredients with the idea of making it better for you plain water. The Company is endeavoring at present to develop about three basic formulas rather than several formulas, and then offer those few basic flavors for its product roll-out. At present, the Company is actively pursuing its product development, testing/working with various fruit, citrus, and berry flavors to come up with its initial drink formulations. The Company's drink formulation effort has been started and we expect our drink formulas to be completely developed over the next three to six months. -8-
3. Once the Company's drink formula(s) have been developed and decided upon, we expect to begin working simultaneously on several other key operating areas in furtherance of our business plan. In no particular order, these areas of development include the following: - develop contacts with third-party bottlers with the goal of selecting one to utilize in the manufacturing and bottling of the Company's product, - develop a name for the Company's product, - design labeling for the product, - research and select the form of packaging (i.e. bottle type), - research and decide upon the pricing model for the product; - design and develop the Company's web-site with a third-party web designer - meet with local area retailers and wholesalers regarding sale and distribution of the product, - plan other marketing and promotional means for getting knowledge and brand recognition of the product into the marketplace. The above-referenced third stage of the business plan will most likely begin once the Company has neared completion of the development and formulation of the drink product and continue on for six to twelve months after product completion. It is late during this stage when the Company expects to begin producing any operating cash flows from the sale of its product. The Company has budgeted the following amounts, by related expense category, to be used in executing its business plan. The figures were based on the Company's "minimum" and "maximum" level of projected proceeds from its previous capital funding effort per its Form S-1 filing. The Company still feels that these are accurate representation of the use and required levels of funding. -9-
The following table sets forth uses of various levels of proceeds that the Company is seeking to raise as additional capital, with the maximum level expected to be $200,000. Assuming the Company raises 10%, 25%, 50%, 75%, and 100% of this total level of capital, the following shows the various levels of uses of that capital. If 25% If 50% If 75% If 100% Rec'd Rec'd Rec'd Rec'd Gross Proceeds $ 50,000 $100,000 $150,000 $200,000 Less: Repay Founder for Cash Advances (1) 20,000 20,000 20,000 20,000 Less: Offering Expenses Preparation , Filing, Copies 500 500 500 500 Transfer Agent 1,500 1,500 1,500 1,500 Legal & Accounting 2,000 2,000 2,000 2,000 ----- ----- ------ ----- TOTAL 4,000 4,000 4,000 4,000 Less: Administrative Office Supplies and Services 1,000 4,000 6,000 8,000 Accounting & Legal 10,000 10,000 10,000 10,000 ----- ----- ------ ----- TOTAL 11,000 14,000 16,000 18,000 Less: Product Development Drink Testing/Formulations 3,000 6,000 10,000 12,000 Name/Label/Packaging Design 5,000 10,000 15,000 18,000 Trademark Research/Filing 1,000 2,000 3,000 3,000 ----- ------ ------ ------ TOTAL 9,000 18,000 28,000 33,000 Less: Marketing & Advertising Product Promotion 3,000 8,000 12,000 15,000 Targeted Advertising 2,000 4,000 6,000 8,000 Web Design/E-Commerce 2,000 8,000 12,000 15,000 ------ ------ ------- ------- TOTAL 7,000 20,000 30,000 38,000 Working Capital 2,000 24,000 52,000 87,000 ------ ------ ------- ------- TOTALS $50,000 $100,000 $150,000 $200,000 ====== ======= ======= ======= (1) The Company intends to reimburse its founder from the proceeds for an amount up to $20,000 as partial reimbursement for amounts he has previously advanced/loaned to the Company, and those which he has paid directly himself on the Company's behalf. As of May 31, 2012, this amount totals $27,254. -10-
OFF-BALANCE SHEET ARRANGEMENTS We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors. ITEM 4. CONTROLS AND PROCEDURES. MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company's principal executive and principal financial officers and effected by the Company's board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that: - Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; - Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the Company; and - Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. -11-
As of May 31, 2012 management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of May 31, 2012. Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods. MANAGEMENT'S REMEDIATION INITIATIVES In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures: We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us. Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board. -12-
We anticipate that these initiatives will be at least partially, if not fully, implemented by December 31, 2012. Additionally, we plan to test our updated controls and remediate our deficiencies by December 31, 2012. CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. PART II. OTHER INFORMATION ITEM 6. EXHIBITS. Incorporated by Reference Exhibit No. Exhibit or Filed Herewith ---------- ------- ----------------------------- 3.1 Articles of Incorporation Incorporated by reference to the Registration Statement on Form S-1 filed with the SEC on May 20, 2010 File No. 333-162824 3.2 Bylaws Incorporated by reference to the Registration Statement on Form S-1 filed with the SEC on May 20, 2010 File No. 333-162824 31.1 Section 302 Certification of Filed herewith Chief Executive Officer 31.2 Section 302 Certification of Filed herewith Chief Financial Officer 32 Section 906 Certification of Filed herewith Chief Executive Officer and Chief Financial Officer -13-
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. July 6, 2012 Essense Water, Inc. /s/ Kevin Nichols ----------- By: Kevin Nichols (Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, President, Secretary, Treasurer & Sole Director) -14-