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EX-32.1 - CERTIFICATION - ESSENTIAL INNOVATIONS TECHNOLOGY CORPesiv_ex321.htm


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
   
   
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended January 31, 2015
   
¨
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)
(Zip Code)
 
+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.
x
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).
x
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 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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  As of March 11, 2015, the issuer had one class of common stock, with a par value of $0.001, of which 24,352,445 shares were issued and outstanding.



 
 
 
 

TABLE OF CONTENTS

   
Page
 
PART I—FINANCIAL INFORMATION
 
     
Item 1:
Financial Statements:
 
 
Unaudited Balance Sheets as at January 31, 2015, and October 31, 2014
3
 
Unaudited Statements of Operations for the Three Months Ended January 31, 2015 and 2014
 
 
and for the period from commencement of development stage, November 1, 2009, to January 31, 2015
4
 
Unaudited Statements of Cash Flows for the Three Months Ended January 31, 2015 and 2014
 
 
and for the period from commencement of development stage, November 1, 2009, to January 31, 2015
5
 
Notes to Financial Statements (Unaudited)
7
     
     
Item 2:
Management’s Discussion and Analysis of Financial Condition
 
 
and Results of Operations
12
     
Item 3:
Quantitative and Qualitative Disclosures About Market Risk
14
     
Item 4:
Controls and Procedures
14
     
 
PART II—OTHER INFORMATION
 
     
Item 2:
Unregistered Sales of Equity Securities and Use of Proceeds
14
     
Item 5:
Other Events
14
     
Item 6:
Exhibits
15
     
 
Signatures
16
 
 
2

 

PART I—FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

ESSENTIAL INNOVATIONS TECHNOLOGY CORP
(a development stage company)
Balance Sheets
January 31, 2015 and October 31, 2014
(unaudited)
 
   
January 31,
   
October 31,
 
   
2015
   
2014
 
Assets
           
             
Current assets:
           
Cash
  $ 40,572       134  
Total current assets
    40,572       134  
                 
Total assets
  $ 40,572       134  
                 
                 
                 
Liabilities and Stockholders' Deficiency
               
                 
Current liabilities:
               
Accounts payable
  $ 395,567       399,850  
Accrued expenses
    92,500       92,500  
Accrued compensation
    119,486       89,486  
Amounts due to stockholders
    132,518       74,511  
Current portion of long term debt
    491,299       491,299  
Total current liabilities
    1,231,370       1,147,646  
                 
Stockholders' Deficiency
               
Preferred stock:
               
$0.001 par value, authorized 10,000,000 shares,
               
issued and outstanding  nil shares (2014 - nil)
    -       -  
Common stock:
               
$0.001 par value, authorized 500,000,000 shares,
               
issued and outstanding 24,352,445 shares (2014 - 24,352,445)
    24,353       24,353  
Additional paid-in capital
    3,208,540       3,208,540  
Accumulated deficit
    (1,849,309 )     (1,849,309 )
Deficit accumulated during development stage
    (2,574,382 )     (2,531,096 )
Total stockholders' deficiency
    (1,190,798 )     (1,147,512 )
Total liabilities and stockholders' deficiency
  $ 40,572       134  
 
See accompanying notes to financial statements

 
3

 
 
ESSENTIAL INNOVATIONS TECHNOLOGY CORP
(a development stage company)
Statements of Operations
For the Three Months Ended January 31, 2015 and 2014 and for the period
from commencement of development stage, November 1, 2009,
to January 31, 2015
(unaudited)
 
   
Three months ended
January 31, 2015
   
Three months ended
January 31, 2014
   
Cumulative from commencement of development stage, November 1, 2009, to January 31, 2015
 
                   
Revenue
  $ -     $ -     $ -  
                         
                         
Expenses:
                       
General and administrative
    36,901       44,187       1,001,273  
Marketing
    -       -       1,280,838  
Impairment loss
    -       -       260,068  
Total operating expenses
    36,901       44,187       2,542,179  
                         
Loss from operations
    (36,901 )     (44,187 )     (2,542,179 )
                         
Interest expense
    (6,385 )     (6,385 )     (134,496 )
Gain on debt forgiveness
    -       -       102,293  
                         
Net Loss
  $ (43,286 )   $ (50,572 )   $ (2,574,382 )
                         
Net loss per share
                       
Basic and diluted net loss per share
  $ (0.00 )   $ (0.00 )        
                         
Weighted average number of shares outstanding
                       
      Basic and diluted
    24,352,445       23,452,445          
 
See accompanying notes to financial statements

 
4

 

ESSENTIAL INNOVATIONS TECHNOLOGY CORP
(a development stage company)
Statements of Cash Flows
For the Three Months Ended January 31, 2015 and 2014 and for the period
from commencement of development stage, November 1, 2009,
to January 31, 2015
(unaudited)
 
   
Three months ended
January 31, 2015
   
Three months ended
January 31, 2014
   
Cumulative from commencement of development stage, November 1, 2009, to January 31, 2015
 
                   
Cash flows from operating activities:
                 
                   
Net loss
  $ (43,286 )   $ (50,572 )   $ (2,574,382 )
Impairment loss
    -       -       260,068  
Adjustments to reconcile net loss for the period to
                       
net cash used in operating activities:
                       
Common stock issued to related parties for services received
    -       -       150,000  
Common stock issued for services received
    -       -       1,355,300  
Options issued for services received
    -               39,838  
Gain on forgiveness of debt
    -       -       (102,293 )
                         
Changes in assets and liabilities:
                       
   Accounts payable
    (4,283 )     (1,328 )     36,037  
   Accrued expenses
    -       (12,500 )     152,500  
   Accrued compensation
    30,000       -       399,273  
                         
Net cash used in operating activities
    (17,569 )     (64,400 )     (283,659 )
                         
                         
Cash (used) provided by financing activities:
                       
                         
Proceeds received for common stock
    -       -       170,000  
Advances from stockholders, net
    58,007       (13,807 )     154,231  
                         
Net cash (used) provided by financing activities
    58,007       (13,807 )     324,231  
                         
(Decrease) increase in cash during the period
    40,438       (78,207 )     40,572  
                         
Cash at beginning of the period
    134       82,424       -  
                         
Cash at end of the period
  $ 40,572     $ 4,217     $ 40,572  
 
See accompanying notes to financial statements.

 
5

 
 
ESSENTIAL INNOVATIONS TECHNOLOGY CORP
(a development stage company)
Statements of Cash Flows (continued)
For the Three Months Ended January 31, 2015 and 2014 and for the period
from commencement of development stage, November 1, 2009,
to January 31, 2015
(unaudited)

Supplementary Information:

   
Three months ended
January 31,2015
   
Three months ended
January 31, 2014
   
Cumulative from commencement of development stage, November 1, 2009, to January 31, 2015
 
                   
Cash paid for:
                 
Income taxes
  $ -     $ -     $ -  
Interest
  $ -     $ -     $ -  
                         
Non-cash transactions:
                       
Common stock issued for settlement of amounts owing
  $ -     $ -     $ 184,341  
Common stock issued for settlement of accrued remuneration
    -       -       1,055,925  
Intellectual property acquired for common stock, options
                       
and committment for future cash payments
    -       -       260,068  
Common stock issued for settlement of subscriptions received in prior periods
    -       -       13,977  

See accompanying notes to financial statements.
 
 
6

 
 
ESSENTIAL INNOVATIONS TECHNOLOGY CORP.
(a development stage company)
January 31, 2015
NOTES TO FINANCIAL STATEMENTS
(unaudited)

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

 The Company has secured exclusive distribution rights to represent equipment manufactured by one of China’s top HVAC (heating, ventilation and air conditioning) manufacturers, Mammoth China, for the countries of the Philippines and the United Arab Emirates. Such products and technologies represented include geothermal and water source heat pumps, commercial roof top units, fan coils and variable air volume systems. In addition, the Company is endeavouring to facilitate the establishment of an internationally recognized industry association (IGHSPA – the International Ground Source Heat Pump Association) in both of these countries to enhance certain product reputation and credibility.

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 for the year ended October 31, 2014, as filed with the Securities and Exchange Commission on February 12, 2015. 
 
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. 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.
  
 
7

 
   
 Basis of presentation 

These financial statements have been prepared in accordance accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).
 
Advertising Expenses
 
Advertising costs are expensed as incurred. The Company did not incur any advertising costs during the three months ended January 31, 2015 and 2014.
 
Income Taxes
 
Deferred income tax assets and liabilities are determined based on temporary differences between financial reporting and tax bases of assets and liabilities, operating loss, and tax credit carryforwards, and are measured using the enacted income tax rates and laws that will be in effect when the differences are expected to be recovered or settled.  Realization of certain deferred income tax assets is dependent upon generating sufficient taxable income in the appropriate jurisdiction.  The Company records a valuation allowance to reduce deferred income tax assets to amounts that are more likely than not to be realized.  The initial recording and any subsequent changes to valuation allowances are based on a number of factors (positive and negative evidence).  The Company considers its actual historical results to have a stronger weight than other, more subjective, indicators when considering whether to establish or reduce a valuation allowance.
 
The Company continually evaluates its uncertain income tax positions and may record a liability for any unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return.  Estimated interest and penalties are recorded as a component of interest expense and other expense, respectively.
 
Because tax laws are complex and subject to different interpretations, significant judgment is required.  As a result, the Company makes certain estimates and assumptions in: (1) calculating its income tax expense, deferred tax assets, and deferred tax liabilities; (2) determining any valuation allowance recorded against deferred tax assets; and (3) evaluating the amount of unrecognized tax benefits, as well as the interest and penalties related to such uncertain tax positions.  The Company’s estimates and assumptions may differ significantly from tax benefits ultimately realized.
 
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 months ended January 31, 2015 and 2014, 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.
 
 
8

 
 
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.
Financial Instruments
 
The Company has the following financial instruments: cash, 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 months ended January 31, 2015 no new pronouncements had a material impact on the Company’s financial statements.
 
Note 2. Term Loan

The foreclosure of the Company’s operations and assets relating to the business of manufacture, sales and installation of geo exchange heat products and technology on March 27, 2009 were in satisfaction of $2,413,070 owing to a secured lender. The Company still owes $491,299 to a secured lender.  By agreement, the secured lender has agreed that there will be no further interest, penalties or fees charged and that the Company has until October 31, 2015 to negotiate a settlement of this debt with the secured lender. The debt is secured by a charge over all the assets of the Company.
 
 
9

 
 
Note 3. Related-Party Transactions and Balances
 
During the three months ended January 31, 2015 and 2014 stockholders of the Company advanced $88,022 and $4,420, respectively and were repaid $30,015 and $18,227, respectively. The balance owing as at January 31, 2015 of $132,518, is included in advances due to stockholders.

An entity, related by common ownership to two shareholders of the Company, has provided consulting services in the amount of $nil and $7,500 during the respective three month periods ended January 31, 2015 and 2014. The balance owing as at January 31, 2015 of $92,500 is included in accrued expenses.
 
Accrued Remuneration and Services
 
During the three months ended January 31, 2015 and 2014 the Company’s president and sole director provided management services for which the amounts of $30,000 and $30,000 respectively have been accrued. The balance owing as at January 31, 2015 of $119,486 is included in accrued compensation.
 
Note 4. Share Capital
 
Preferred Stock
 
The Company’s authorized capital includes 10,000,000 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 January 31, 2015.
 
Common Stock

The Company is authorized to issue 500,000,000 shares of common stock, par value of $0.001.
 
No shares have been issued during the three months ended January 31, 2015.
 
For additional details of stock issuances prior to the three months ended January 31, 2015 please see the Form 10-K for the fiscal year ended October 31, 2014 filed with the Securities Exchange Commission on February 12, 2015.
 
Stock Purchase Warrants
 
At January 31, 2015, 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 or exercised in the three months ended January 31, 2015.
 
Note 5. Stock-Based Compensation
 
Although the Company does not have a formal stock option plan, it issues stock options to directors, employees, advisors and consultants. Stock options generally have a four- to five-year contractual term, vest immediately and have no forfeiture provisions. The fair value of each option granted is estimated at the date of grant using the Black-Scholes option pricing model.
 
 
10

 
 
A summary of the Company’s stock options as of January 31, 2015 is as follows:

   
Number of Options
   
Weighted Average Exercise Price
 
Outstanding at October 31, 2014
    550,000       0.30  
       Options issued
    -       -  
Outstanding at January 31, 2015
    550,000     $ 0.30  
 
The following table summarizes stock options outstanding at January 31, 2015:
 
Exercise Price
   
Number Outstanding at January 31, 2015
   
Average Remaining Contractual Life (Years)
   
Number
Exercisable at
January 31, 2015
   
 
Intrinsic value
 
$ 0.25       500,000       2.00       500,000       -  
$ 0.75       50,000       0.25       50,000       -  
 
As at January 31, 2015 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 no options issued and none exercised during the three months ended January 31, 2015. 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 1.0%, a 2 year expected life, a dividend yield of 0.0%, and a stock price volatility factor of 100%.
 
 
11

 
 
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 month periods ended January 31, 2015 and 2014, and for the period from commencement of development stage, November 1, 2009, to January 31, 2015 and our annual report on Form 10-K for the year ended October 31, 2014, 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
 
We have secured exclusive worldwide rights to certain unique technologies each with significant potential for environmental and economic benefit and impact.

The first technology is a new and improved method for the design of equipment used in the heating of a variety of fluids such as oil, water (to steam).  Equipment constructed with our technology would also be able to provide continued evaporative techniques allowing for the preparation of fresh water from seawater (desalination).

The second technology is a new and improved method for the combined mechanical heating and transport of fluids.  This technology particularly relates to the field of heat generation and most specifically to the heating of fluid mediums by mechanical means rather than by electrical means as with conventional electrical heating coils, through utilization of boundary layer principals and the process of cavitation.

Additionally, we have secured exclusive distribution rights to represent equipment manufactured by one of China's top HVAC manufacturers, Mammoth China, for the countries of the Philippines, Dubai and the UAE. Such products and technologies represented include, geothermal and water source heat pumps, roof top units, fan coils and variable air volume systems.

We have continued to initiate discussions with potential candidates for joint venture or partnership possibilities during Q1 2015. In seeking relationships, we emphasize the possible public image benefits from using environmentally friendly technologies, as well as marketing and revenue benefits.  In endeavoring to this extent we have engaged the efforts of third-party sources with strong industry, private and governmental contacts in various global markets to assist us to launch our commercialization and market entry strategies for the proprietary technologies with the goal of establishing multiple pilot project sites for the different technologies.

 
12

 
 
As it relates to the Mammoth product line during the quarter we have had contact and dialogue with various potential business relationships in the Philippines, India, Thailand, Dubai, and Mainland China.

During the quarter was have continued to:
•         offer high quality competitively priced HVAC equipment primarily for commercial and institutional project applications;
•         provide a comprehensive range of environmental project and design consultative services;
•         by continuing with the on-going research and development of innovative and disruptive technology solutions

The Company believes these overall on-going negotiations could result in formalized working relationships being announced in Q3/Q4 of this fiscal year.
 
Results of Operations

Comparison of the Three Months Ended January 31, 2015,
with the Three Months Ended January 31, 2014

We had no gross revenue for the three month periods ended January 31, 2015 and 2014.

Our general and administrative expenses from continuing operations for the three months ended January 31, 2015, were $36,901 as compared to $44,187 for the comparable three month period ended January 31, 2014. The decrease for the three months is primarily due to a reduction in consulting services.
 
Overall, we have a net loss of $43,286, for the three months ended January 31, 2015, as compared to a net loss of $50,572 in the corresponding three month period of the preceding year.
 
Liquidity and Capital Resources

As of January 31, 2015, our current assets were $40,572, as compared to $134 at October 31, 2014.  As of January 31, 2015, our current liabilities were $1,231,370, as compared to $1,147,646 at October 31, 2014.

Operating activities used net cash of $17,569 for the three months ended January 31, 2015, as compared to use of $64,400 for the three months ended January 31, 2014.

Net cash of $58,007 was provided by financing activities during the three months ended January 31, 2015, as compared to $13,807 net cash used by financing activities during the comparable three months ended January 31, 2014.

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.

 
13

 

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 January 31, 2015, pursuant to Rule 13a-15(b) under the Exchange Act.  Based upon that evaluation, our Certifying Officers concluded that, as of January 31, 2015, 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 January 31, 2015, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.


PART II—OTHER INFORMATION

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

not applicable
 
ITEM 5.  OTHER EVENTS

Not applicable
 
 
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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.
 
 
ESSENTIAL INNOVATIONS TECHNOLOGY CORP.
 
       
Date: March 11, 2015
By:
/s/ JASONMCDIARMID  
   
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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