UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 10-Q
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended January 31, 2016
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ___________ to ___________
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Commission File Number 000-10822
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Essential Innovations Technology Corp.
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(Exact name of registrant as specified in its charter)
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Nevada
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88-0492134
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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15/F, Radio City
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505-511 Hennessy Road, Causeway Bay, Hong Kong
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(Address of principal executive offices)
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(Zip Code)
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+852 2910-7828
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(Registrant’s telephone number)
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n/a
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(Former name, former address and former fiscal year, if changed since last report)
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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.
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).
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
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Accelerated filer ¨
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Non-accelerated filer o
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Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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 16, 2016, the issuer had one class of common stock, with a par value of $0.001, of which 42,727,445 shares were issued and outstanding.
TABLE OF CONTENTS
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Page
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PART I—FINANCIAL INFORMATION
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Item 1:
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Financial Statements:
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Unaudited Balance Sheets as at January 31, 2016, and
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October 31, 2015
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3
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Unaudited Statements of Operations for the
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Three Months Ended January 31, 2016 and 2015
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4
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Unaudited Statements of Cash Flows for the
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Three Months Ended January 31, 2016 and 2015
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5
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Notes to Financial Statements (Unaudited)
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6
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Item 2:
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Management’s Discussion and Analysis of Financial Condition
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and Results of Operations
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12
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Item 3:
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Quantitative and Qualitative Disclosures About Market Risk
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14
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Item 4:
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Controls and Procedures
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14
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PART II—OTHER INFORMATION
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Item 2:
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Unregistered Sales of Equity Securities and Use of Proceeds
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14 |
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Item 5:
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Other Events
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14 |
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Item 6:
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Exhibits
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14
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Signatures
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15
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PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ESSENTIAL INNOVATIONS TECHNOLOGY CORP
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Balance Sheets
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January 31, 2016 and October 31, 2015
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January 31
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October 31
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2016
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2015
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(unaudited)
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Assets
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Current assets:
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Cash
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$ |
72 |
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$ |
11,972 |
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Total current assets
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72 |
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11,972 |
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Fixed assets, net
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1,118 |
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1,246 |
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Total assets
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$ |
1,190 |
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$ |
13,218 |
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Liabilities and Stockholders' Deficiency
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Current liabilities:
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Accounts payable
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$ |
418,903 |
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$ |
417,865 |
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Accrued expenses
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104,500 |
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98,500 |
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Accrued compensation
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60,350 |
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27,906 |
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Amounts due to stockholders
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262,412 |
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241,216 |
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Current portion of long term debt
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491,299 |
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491,299 |
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Total current liabilities
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1,337,464 |
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1,276,786 |
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Stockholders' Deficiency
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Preferred stock:
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$0.001 par value, authorized 10,000,000 shares,
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issued and outstanding nil shares (2015 - nil)
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- |
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- |
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Common stock:
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$0.001 par value, authorized 500,000,000 shares,
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issued and outstanding 42,727,445 shares (2015 - 42,727,445)
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42,728 |
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42,728 |
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Additional paid-in capital
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3,323,915 |
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3,323,915 |
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Accumulated deficit
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(1,849,309 |
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(1,849,309 |
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Deficit accumulated
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(2,853,608 |
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(2,780,902 |
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Total stockholders' deficiency
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(1,336,274 |
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(1,263,568 |
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Total liabilities and stockholders' deficiency
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$ |
1,190 |
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$ |
13,218 |
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See accompanying notes to financial statements
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ESSENTIAL INNOVATIONS TECHNOLOGY CORP
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Statements of Operations
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For the Three Months Ended January 31, 2016 and 2015
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(unaudited)
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2016
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2015
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Revenue
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$ |
- |
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$ |
- |
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Expenses:
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General and administrative
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72,706 |
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36,901 |
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Total operating expenses
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72,706 |
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36,901 |
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Loss from operations
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(72,706 |
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(36,901 |
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Interest expense
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- |
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(6,385 |
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Net Loss
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$ |
(72,706 |
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$ |
(43,286 |
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Net loss per share
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Basic and diluted net loss per share
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$ |
(0.00 |
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$ |
(0.00 |
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Weighted average number of shares outstanding
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Basic and diluted
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42,727,445 |
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24,352,445 |
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See accompanying notes to financial statements
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ESSENTIAL INNOVATIONS TECHNOLOGY CORP
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Statements of Cash Flows
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For the Three Months Ended January 31, 2016 and 2015
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(unaudited)
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2016
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2015
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Cash flows from operating activities:
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Net loss
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$ |
(72,706 |
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$ |
(43,286 |
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Adjustments to reconcile net loss for the period to
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net cash used in operating activities:
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Depreciation
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128 |
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- |
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Changes in assets and liabilities:
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Accounts payable
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1,038 |
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(4,283 |
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Accrued expenses
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6,000 |
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- |
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Accrued compensation
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32,444 |
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30,000 |
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Net cash (used) in operating activities
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(33,096 |
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(17,569 |
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Cash provided (used) by financing activities:
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Advances from stockholders, net
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21,196 |
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58,007 |
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Net cash provided by financing activities
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21,196 |
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58,007 |
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Increase (decrease) in cash during the period
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(11,900 |
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40,438 |
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Cash at beginning of the period
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11,972 |
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134 |
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Cash at end of the period
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$ |
72 |
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$ |
40,572 |
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Cash paid for:
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Income taxes
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$ |
- |
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$ |
- |
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Interest
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$ |
- |
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$ |
- |
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See accompanying notes to financial statements.
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ESSENTIAL INNOVATIONS TECHNOLOGY CORP.
NOTES TO FINANCIAL STATEMENTS
January 31, 2016
(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 endeavoring 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.
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, 2015, as filed with the Securities and Exchange Commission on February 12, 2016.
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.
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, 2016 and 2015.
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, 2016 and 2015, 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.
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
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09 – Revenue From Contracts with Customers, which will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principal of this ASU is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract.
The original effective date for ASU 2014-09 would have required the Company to adopt beginning in its first quarter 2017. In July 2015, the FASB voted to amend ASU 2014-09 by approving a one year deferral of the effective date as well as providing the option to early adopt the standard on the original effective date. Accordingly, the Company may adopt the standard in either its first quarter of 2017 or 2018. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company is currently evaluating the timing of its adoption and the impact of adopting the new revenue standard on its financial statements.
In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as "Development Stage Entities" (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this standard.
In April 2015, the FASB issued ASU2015-03, Imputation of Interest, requiring entities to present debt issuance costs related to a debt liability as a reduction of the carrying amount of the liability. In August 2015, the FASB issued ASU 2015-15 to provide additional guidance related to debt issuance costs related to line-of-credit arrangements. The guidance is effective for annual and interim periods beginning after December 15, 2015, and early adoption is permitted. The Company has adopted this standard.
In February 2016, the FASB issued ASU2016-02, Leases (Topic 842), requiring entities to a right-of-use asset and a lease liability for virtually all of their leases. This standard is effective for annual and interim periods beginning after December 15, 2018, and early adoption is permitted. The Company is currently evaluating the timing of its adoption and the impact of adopting the new standard on its 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, 2016 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.
Note 3. Related-Party Transactions and Balances
During the three months ended January 31, 2016 and 2015 stockholders of the Company advanced $21,196 and $88,022, respectively and were repaid $nil and $30,015, respectively. The balance owing as at January 31, 2016 of $262,412 is included in advances due to stockholders.
A shareholder of the Company has provided consulting services in the amount of $6,000 and $nil during the respective three months ended January 31, 2016 and 2015. The balance owing as at January 31, 2016 of $104,500 is included in accrued expenses.
Accrued Remuneration and Services
During the three months ended January 31, 2016 and 2015 the Company’s president and sole director provided management services for which the amounts of $45,000 and $30,000 respectively have been accrued. The balance owing as at January 31, 2016 of $60,350 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, 2016.
Common Stock
The Company is authorized to issue 500,000,000 shares of common stock, par value of $0.001.
No shares of common stock were issued during the respective three months ending January 31, 2016.
For additional details of stock issuances prior to the three months ended January 31, 2016 please see the Form 10-K for the fiscal year ended October 31, 2015 filed with the Securities Exchange Commission on February 12, 2016.
Stock Purchase Warrants
At January 31, 2016, the Company had reserved shares of common stock for the following outstanding warrants to purchase 66,494 shares of the Company’s common stock:
Number of warrants
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Exercise Price
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Expiry
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66,494 |
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$ |
0.02 |
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2050 |
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No warrants were issued or exercised in the three months ended January 31, 2016.
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.
A summary of the Company’s stock options as of January 31, 2016 is as follows:
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Number of Options
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Weighted Average Exercise Price
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Outstanding at October 31, 2015
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500,000 |
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0.25 |
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Options issued
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- |
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- |
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Outstanding at January 31, 2016
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500,000 |
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$ |
0.25 |
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The following table summarizes stock options outstanding at January 31, 2016:
Exercise Price
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Number Outstanding at January 31, 2016
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|
|
Average Remaining Contractual Life (Years)
|
|
|
Number
Exercisable at
January 31, 2016
|
|
|
Intrinsic value
|
|
$ |
0.25 |
|
|
|
500,000 |
|
|
|
1.00 |
|
|
|
500,000 |
|
|
|
- |
|
As at January 31, 2016 500,000 shares of common stock were reserved for outstanding options. The Company’s policy is to issue new shares as settlement of options exercised. During the three months ended January 31, 2016 no options were issued and none were exercised or forfeited. 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%.
Note 6. Commitments and Contingencies
Litigation
On November 14, 2007, the defendants in a lawsuit filed by a former subsidiary of the Company filed a counterclaim against the Company and several of its officers, alleging breach of contract, wrongful dismissal, defamation, abuse of process, and other claims. The Company believes that the counterclaims are without merit and intends to defend them vigorously as it continues to press its claims that the individual defendants breached their noncompetition agreements with the Company and its former subsidiary as well as their fiduciary obligations. The Company’s management has determined that no provision for loss is necessary as of January 31, 2016.
Note 7. Subsequent Event
On February 3, 2016 a shareholder advanced an unsecured, non-interest bearing loan of $12,500 to the Company.
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, 2016 and 2015 and our annual report on Form 10-K for the year ended October 31, 2015, 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 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 continue to initiate discussions with potential candidates for joint venture or partnership possibilities. 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.
As it relates to the Mammoth product line during the quarter Q1 2016 we contact and dialogue with various potential business relationships in the Philippines, India, Thailand, Dubai, and Mainland China has remained on-going.
The Company believes these discussions could potentially result in formalized working relationships being announced sometime during the upcoming fiscal year.
Results of Operations
Comparison of the Three Months Ended January 31, 2016,
with the Three Months Ended January 31, 2015
We had no gross revenue for the three month periods ended January 31, 2016 and 2015.
Our general and administrative expenses from continuing operations for the three months ended January 31, 2016, were $72,706 as compared to $36,901 for the comparable three-month period ended January 31, 2015. The increase for the three -months is primarily due to an increase in consulting, management services and travel expenses.
Overall, we have a net loss of $72,706 for the three months ended January 31, 2016, as compared to a net loss of $43,286 in the corresponding three -month period of the preceding year.
Liquidity and Capital Resources
As of January 31, 2016, our current assets were $72, as compared to $11,972 at October 31, 2015. As of January 31, 2016, our current liabilities were $1,337,464, as compared to $1,276,786 at October 31, 2015.
Operating activities used net cash of $33,096 for the three months ended January 31, 2016, as compared to use of $17,569 for the three months ended January 31, 2015.
During the three months ended January 31, 2016 financing activities provided a net cash increase of $21,196, from shareholder advances, as compared to a net cash increase of $58,007, from shareholder advances, provided during the comparable three months ended January 31, 2015.
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.
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, 2016, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of January 31, 2016, 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, 2016, 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
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.
|
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.
|
|
|
|
|
|
|
By:
|
/s/ JASONMCDIARMID/s/
|
|
|
|
President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director
|
|
|
|
(Principal Executive Officer, Principal Financial Officer
|
|
|
|
and Principal Accounting Officer) |
|
15
Exhibit 31.01
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14
I, Jason McDiarmid, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Essential Innovations Technology Corp.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: March 16, 2016
/s/JASONMCDIARMID/s/
Jason McDiarmid
President, Chief Executive Officer,
Chief Financial Officer, Treasurer and Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
Exhibit 32.01
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Essential Innovations Technology Corp. (the “Company”) on Form 10-Q for the three months ended January 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jason McDiarmid, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
March 16, 2016
/s/JASONMCDIARMID/s/
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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v3.3.1.900
Balance Sheets - USD ($)
|
Jan. 31, 2016 |
Oct. 31, 2015 |
Assets |
|
|
Cash |
$ 72
|
$ 11,972
|
Total current assets |
72
|
11,972
|
Fixed assets, net |
1,118
|
1,246
|
Total assets |
1,190
|
13,218
|
Liabilities and Stockholders' Deficiency |
|
|
Accounts payable |
418,903
|
417,865
|
Accrued expenses |
104,500
|
98,500
|
Accrued compensation |
60,350
|
27,906
|
Amounts due to stockholders |
262,412
|
241,216
|
Current portion of long term debt |
491,299
|
491,299
|
Total current liabilities |
1,337,464
|
1,276,786
|
Stockholders' Deficiency |
|
|
Preferred stock: $0.001 par value, authorized 10,000,000 shares, issued and outstanding nil shares (2015 - nil) |
0
|
0
|
Common stock: $0.001 par value, authorized 500,000,000 shares, issued and outstanding 42,727,445 shares (2015 - 42,727,445) |
42,728
|
42,728
|
Additional paid-in capital |
3,323,915
|
3,323,915
|
Accumulated deficit |
(1,849,309)
|
(1,849,309)
|
Deficit accumulated during development stage |
(2,853,608)
|
(2,780,902)
|
Total stockholders' deficiency |
(1,336,274)
|
(1,263,568)
|
Total liabilities and stockholders' deficiency |
$ 1,190
|
$ 13,218
|
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v3.3.1.900
Balance Sheets (Parenthetical) - $ / shares
|
Jan. 31, 2016 |
Oct. 31, 2015 |
Stockholders equity: |
|
|
Preferred stock, par value |
$ 0.001
|
$ 0.001
|
Preferred stock, authorized shares |
10,000,000
|
10,000,000
|
Preferred stock, issued shares |
0
|
0
|
Preferred stock, outstanding shares |
0
|
0
|
Common stock, par value |
$ 0.001
|
$ 0.001
|
Common stock, authorized shares |
500,000,000
|
500,000,000
|
Common stock, issued shares |
42,727,445
|
42,727,445
|
Common stock, outstanding shares |
42,727,445
|
42,727,445
|
X |
- DefinitionFace amount or stated value per share of common stock.
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v3.3.1.900
Statements of Operations - USD ($)
|
3 Months Ended |
Jan. 31, 2016 |
Jan. 31, 2015 |
Income Statement [Abstract] |
|
|
Revenue |
$ 0
|
$ 0
|
Expenses: |
|
|
General and administrative |
72,706
|
36,901
|
Total operating expenses |
72,706
|
36,901
|
Loss from operations |
(72,706)
|
(36,901)
|
Interest expense |
0
|
(6,385)
|
Net Loss |
$ (72,706)
|
$ (43,286)
|
Net loss per share |
|
|
Basic and diluted net loss per share |
$ (0.00)
|
$ (0.00)
|
Weighted average number of shares outstanding |
|
|
Basic and diluted |
42,727,445
|
24,352,445
|
X |
- DefinitionThe amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or loss for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.
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v3.3.1.900
Statements of Cash Flows - USD ($)
|
3 Months Ended |
Jan. 31, 2016 |
Jan. 31, 2015 |
Cash flows from operating activities: |
|
|
Net loss |
$ (72,706)
|
$ (43,286)
|
Adjustments to reconcile net loss for the period to net cash used in operating activities: |
|
|
Depreciation |
128
|
0
|
Changes in assets and liabilities: |
|
|
Accounts payable |
1,038
|
(4,283)
|
Accrued expenses |
6,000
|
0
|
Accrued compensation |
32,444
|
30,000
|
Net cash (used) in operating activities |
(33,096)
|
(17,569)
|
Cash provided (used) by financing activities: |
|
|
Advances from stockholders, net |
21,196
|
58,007
|
Net cash provided by financing activities |
21,196
|
58,007
|
Increase (decrease) in cash during the period |
(11,900)
|
40,438
|
Cash at beginning of the period |
11,972
|
134
|
Cash at end of the period |
72
|
40,572
|
Supplementary Information: |
|
|
Cash paid for: Income taxes |
0
|
0
|
Cash paid for: Interest |
$ 0
|
$ 0
|
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v3.3.1.900
1. Description of Business and Summary of Significant Accounting Policies
|
3 Months Ended |
Jan. 31, 2016 |
Accounting Policies [Abstract] |
|
Description of Business and Summary of Significant Accounting Policies |
Organization
The
Company has secured exclusive distribution rights to represent equipment manufactured by one of Chinas 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 endeavoring 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.
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 Commissions
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 Commissions rules and regulations. These
unaudited interim financial statements should be read in conjunction with the audited financial statements for the year ended
October 31, 2015, as filed with the Securities and Exchange Commission on February 12, 2016.
Going
Concern
The
Companys 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 Companys 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 Companys 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.
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, 2016
and 2015.
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 Companys 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, 2016 and 2015, 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.
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 Companys valuation techniques previously utilized for options in footnote disclosures.
Recent
Accounting Pronouncements
In
May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU)
2014-09 Revenue From Contracts with Customers, which will supersede nearly all existing revenue recognition guidance under
U.S. GAAP. The core principal of this ASU is that an entity should recognize revenue when it transfers promised goods or services
to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods
or services. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash
flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs
incurred to obtain or fulfill a contract.
The
original effective date for ASU 2014-09 would have required the Company to adopt beginning in its first quarter 2017. In July
2015, the FASB voted to amend ASU 2014-09 by approving a one year deferral of the effective date as well as providing the option
to early adopt the standard on the original effective date. Accordingly, the Company may adopt the standard in either its first
quarter of 2017 or 2018. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively
with the cumulative effect recognized as of the date of adoption. The Company is currently evaluating the timing of its adoption
and the impact of adopting the new revenue standard on its financial statements.
In
June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial
reporting requirements of companies previously identified as "Development Stage Entities" (Topic 915). The amendments
in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities.
The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement
for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder
equity. Early application of each of the amendments is permitted for any annual reporting period or interim period
for which the entity's financial statements have not yet been issued (public business entities) or made available for issuance
(other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The
Company has adopted this standard.
In
April 2015, the FASB issued ASU2015-03, Imputation of Interest, requiring entities to present debt issuance costs related to a
debt liability as a reduction of the carrying amount of the liability. In August 2015, the FASB issued ASU 2015-15 to provide
additional guidance related to debt issuance costs related to line-of-credit arrangements. The guidance is effective for annual
and interim periods beginning after December 15, 2015, and early adoption is permitted. The Company has adopted this standard.
In February
2016, the FASB issued ASU2016-02, Leases (Topic 842), requiring entities to a right-of-use asset and a lease liability for virtually
all of their leases. This standard is effective for annual and interim periods beginning after December 15, 2018, and early adoption
is permitted. The Company is currently evaluating the timing of its adoption and the impact of adopting the new standard on its
financial statements.
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v3.3.1.900
2. Term Loan
|
3 Months Ended |
Jan. 31, 2016 |
Debt Disclosure [Abstract] |
|
Term Loan |
The foreclosure
of the Companys 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, 2016 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.
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v3.3.1.900
3. Related-Party Transactions and Balances
|
3 Months Ended |
Jan. 31, 2016 |
Related Party Transactions [Abstract] |
|
Related-Party Transactions and Balances |
During
the three months ended January 31, 2016 and 2015 stockholders of the Company advanced $21,196 and $88,022, respectively and were
repaid $nil and $30,015, respectively. The balance owing as at January 31, 2016 of $262,412 is included in advances due to stockholders.
A
shareholder of the Company has provided consulting services in the amount of $6,000 and $nil during the respective three months
ended January 31, 2016 and 2015. The balance owing as at January 31, 2016 of $104,500 is included in accrued expenses.
Accrued
Remuneration and Services
During
the three months ended January 31, 2016 and 2015 the Companys president and sole director provided management services
for which the amounts of $45,000 and $30,000 respectively have been accrued. The balance owing as at January 31, 2016 of $60,350
is included in accrued compensation.
|
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- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
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v3.3.1.900
4. Share Capital
|
3 Months Ended |
Jan. 31, 2016 |
Equity [Abstract] |
|
Share Capital |
Preferred
Stock
The
Companys 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, 2016.
Common
Stock
The
Company is authorized to issue 500,000,000 shares of common stock, par value of $0.001.
No
shares of common stock were issued during the respective three months ending January 31, 2016.
For
additional details of stock issuances prior to the three months ended January 31, 2016 please see the Form 10-K for the fiscal
year ended October 31, 2015 filed with the Securities Exchange Commission on February 12, 2016.
Stock
Purchase Warrants
At
January 31, 2016, the Company had reserved shares of common stock for the following outstanding warrants to purchase 66,494 shares
of the Companys 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, 2016.
|
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- DefinitionThe entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.
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v3.3.1.900
5. Stock-Based Compensation
|
3 Months Ended |
Jan. 31, 2016 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] |
|
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.
A summary
of the Companys stock options as of January 31, 2016 is as follows:
|
|
Number
of Options |
|
|
Weighted
Average Exercise Price |
|
Outstanding
at October 31, 2015 |
|
|
500,000 |
|
|
|
0.25 |
|
Options
issued |
|
|
- |
|
|
|
- |
|
Outstanding
at January 31, 2016 |
|
|
500,000 |
|
|
$ |
0.25 |
|
The following
table summarizes stock options outstanding at January 31, 2016:
Exercise
Price |
|
|
Number
Outstanding at January 31, 2016 |
|
|
Average
Remaining Contractual Life (Years) |
|
|
Number
Exercisable
at
January
31, 2016 |
|
|
Intrinsic
value |
|
$ |
0.25 |
|
|
|
500,000 |
|
|
|
1.00 |
|
|
|
500,000 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
at January 31, 2016 500,000 shares of common stock were reserved for outstanding options. The Companys policy is to issue
new shares as settlement of options exercised. During the three months ended January 31, 2016 no options were issued and
none were exercised or forfeited. 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%.
|
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v3.3.1.900
6. Commitments and Contingencies
|
3 Months Ended |
Jan. 31, 2016 |
Commitments and Contingencies Disclosure [Abstract] |
|
Commitments and Contingencies |
Litigation
On
November 14, 2007, the defendants in a lawsuit filed by a former subsidiary of the Company filed a counterclaim against the Company
and several of its officers, alleging breach of contract, wrongful dismissal, defamation, abuse of process, and other claims.
The Company believes that the counterclaims are without merit and intends to defend them vigorously as it continues to press its
claims that the individual defendants breached their noncompetition agreements with the Company and its former subsidiary as well
as their fiduciary obligations. The Companys management has determined that no provision for loss is necessary as of January
31, 2016.
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- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
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v3.3.1.900
1. Description of Business and Summary of Significant Accounting Policies (Policies)
|
3 Months Ended |
Jan. 31, 2016 |
Accounting Policies [Abstract] |
|
Organization |
The Company has secured exclusive distribution
rights to represent equipment manufactured by one of Chinas 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 endeavoring 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.
|
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 Commissions 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 Commissions rules and regulations. These unaudited interim
financial statements should be read in conjunction with the audited financial statements for the year ended October 31, 2015, as
filed with the Securities and Exchange Commission on February 12, 2016.
|
Going Concern |
The Companys 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 Companys 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
Companys 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.
|
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, 2016 and 2015.
|
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 Companys 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, 2016 and 2015, 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.
|
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 Companys
valuation techniques previously utilized for options in footnote disclosures.
|
Recent Accounting Pronouncements |
In May 2014, the Financial Accounting Standards
Board (FASB) issued Accounting Standard Update (ASU) 2014-09 Revenue From Contracts with Customers,
which will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principal of this ASU is that an
entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration
to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosure
about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant
judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract.
The original effective date for ASU 2014-09
would have required the Company to adopt beginning in its first quarter 2017. In July 2015, the FASB voted to amend ASU 2014-09
by approving a one year deferral of the effective date as well as providing the option to early adopt the standard on the original
effective date. Accordingly, the Company may adopt the standard in either its first quarter of 2017 or 2018. The new revenue standard
may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the
date of adoption. The Company is currently evaluating the timing of its adoption and the impact of adopting the new revenue standard
on its financial statements.
In June 2014, the Financial Accounting Standards
Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously
identified as "Development Stage Entities" (Topic 915). The amendments in this ASU simplify accounting guidance by removing
all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and,
for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date
information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments
is permitted for any annual reporting period or interim period for which the entity's financial statements have not yet been issued
(public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose
any information required by Topic 915. The Company has adopted this standard.
In April 2015, the FASB issued ASU2015-03, Imputation
of Interest, requiring entities to present debt issuance costs related to a debt liability as a reduction of the carrying amount
of the liability. In August 2015, the FASB issued ASU 2015-15 to provide additional guidance related to debt issuance costs related
to line-of-credit arrangements. The guidance is effective for annual and interim periods beginning after December 15, 2015, and
early adoption is permitted. The Company has adopted this standard.
In February 2016, the FASB issued ASU2016-02, Leases (Topic 842),
requiring entities to a right-of-use asset and a lease liability for virtually all of their leases. This standard is effective
for annual and interim periods beginning after December 15, 2018, and early adoption is permitted. The Company is currently evaluating
the timing of its adoption and the impact of adopting the new standard on its financial statements.
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5. Stock-Based Compensation (Tables)
|
3 Months Ended |
Jan. 31, 2016 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] |
|
Summary of stock options |
|
|
Number
of Options |
|
|
Weighted
Average Exercise Price |
|
Outstanding
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|
|
500,000 |
|
|
|
0.25 |
|
Options
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|
|
- |
|
|
|
- |
|
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|
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|
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|
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|
|
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|
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3. Related-Party Transactions and Balances (Details Narrative) - USD ($)
|
3 Months Ended |
|
Jan. 31, 2016 |
Jan. 31, 2015 |
Oct. 31, 2015 |
Related-party Transactions And Balances Details Narrative |
|
|
|
Advances from stockholders |
$ 21,196
|
$ 88,022
|
|
Advances from stockholders repaid |
0
|
$ 30,015
|
|
Amounts due to stockholders |
262,412
|
|
$ 241,216
|
Accrued compensation |
$ 60,350
|
|
$ 27,906
|
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