UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
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Washington, D.C. 20549
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FORM S-8
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
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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
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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#142-114 West Magnolia Street, Suite
400
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Bellingham, WA
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98225
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(Address of principal executive offices)
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(Zip Code)
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INDIVIDUAL PLAN GRANTS FOR EXECUTIVE
OFFICERS,
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DIRECTORS, EMPLOYEES, AND CONSULTANTS
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(Full title of the plan)
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Jason McDiarmid, #142-114 West Magnolia Street, Suite
400, Bellingham, WA 98225
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(Name and address of agent for service)
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360-392-3902
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(Telephone number, including area code, of agent for
service)
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Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company in
Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
x
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CALCULATION OF REGISTRATION FEE
Title of Securities
To Be Registered
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Amount
To Be
Registered
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Proposed
Maximum Offering
Price Per Share
(1)
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Proposed Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.001 par value
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Individual Plan Grants for Executive Officers,
Directors, Employees, and Consultants
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10,000,000
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$0.05
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$500,000
(2)
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Total
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10,000,000
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$0.05
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$500,000
(2)
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$19.65
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(1)
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Pursuant to Rule 457(h) of the Securities Act of 1933,
the maximum offering price per share for the purpose of calculating the
registration fee is the actual offering price.
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(2)
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Calculated using contractually agreed prices for all
shares.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (“SEC”) by Essential Innovations Technology Corp., a Nevada
corporation (the “Company”), pursuant to the Securities Exchange Act of
1934, as amended, or the Securities Act of 1933, as amended, are hereby incorporated by
reference:
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(1)
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Annual Report on Form 10-KSB (file no. 333-106839) for
the year ended October 31, 2007, filed February 13, 2008;
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(2)
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Quarterly Report on Form 10-QSB (file no. 000-53119) for
the quarter ended January 31, 2008, filed March 20, 2008;
and
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(3)
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Description of the Company’s Common Stock
contained in the Registration Statement on Form 8A, SEC File No.
000-53119, filed March 4, 2008, incorporating by reference the
Registration Statement on Form SB-2, SEC File No. 333-106839, filed
July 7, 2003.
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All other documents filed by the Company pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act after the date of this registration
statement, and prior to the filing of a post-effective amendment to this registration
statement that indicates that all securities offered hereby have been sold or that
deregisters all such securities remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date of
filing of such documents.
Item
4. Description of Securities
Item
5. Interests of Named Experts and Counsel
Item
6. Indemnification of Directors and Officers
Subsection 1 of Section 78.7502 of the Nevada Revised Statutes
empowers a corporation to indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative (other than an
action by or in the right of the corporation), by reason of the fact that he is or was
a director, officer, employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee, or agent of another
corporation or other enterprise, against expenses (including attorneys’ fees),
judgments, fines, and amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit, or proceeding if he is not liable pursuant to
Section 78.138 of the Nevada Revised Statutes or if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. Section 78.138 of the Nevada Revised
Statutes provides that, with certain exceptions, a director or officer is not
individually liable to the corporation or its stockholders for any damages as a result
of any act or failure to act in his capacity as a director or officer unless it is
proven that: (i) his act or failure to act constituted a breach of his fiduciary
duties as a director or officer; and (ii) his breach of those duties involved
intentional misconduct, fraud, or a knowing violation of law.
2
Subsection 2
of Section 78.7502 empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending, or completed
action or suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that such person acted in any of the capacities set forth above
against expenses, including amounts paid in settlement and attorneys’ fees
actually and reasonably incurred by him in connection with the defense or settlement of
such action or suit, if he acted under similar standards, except that no
indemnification may be made in respect of any claim, issue, or matter as to which such
person shall have been adjudged by a court of competent jurisdiction to be liable to
the corporation or for amounts paid in settlement to the corporation, unless and only
to the extent that the court in which such action or suit was brought determines that,
despite the adjudication of liability, such person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
Section 78.7502 further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit, or
proceeding referred to in subsections (1) and (2) of Section 78.7502, or in
the defense of any claim, issue, or matter therein, he shall be indemnified against
expenses (including attorneys’ fees) actually and reasonably incurred by him in
connection therewith. Section 78.751 of the Nevada Revised Statutes provides that
the indemnification provided for by Section 78.7502 shall not be deemed exclusive
or exclude any other rights to which the indemnified party may be entitled and that the
scope of indemnification shall continue as to directors, officers, employees, or agents
that have ceased to hold such positions and to their heirs, executors, and
administrators. Section 78.752 of the Nevada Revised Statutes empowers the
corporation to purchase and maintain insurance or make other financial arrangements on
behalf of a director, officer, employee, or agent of the corporation against any
liability asserted against him or incurred by him in any such capacity or arising out
of his status as such whether or not the corporation would have the power to indemnify
him against such liabilities under Section 78.7502.
Article VI of the Company’s articles of incorporation provides
that, to the fullest extent permitted by the Nevada Revised Statutes, the Company shall
indemnify directors and may indemnify officers, employees, or agents of the Company to
the extent authorized by the board of directors and in the manner set forth in the
Company’s bylaws. The bylaws provide, pursuant to Subsection 2 of
Section 78.751, that the expenses of officers and directors incurred in defending
any action, suit, or proceeding, whether civil or criminal, must be paid by the
corporation as they are incurred and in advance of the final disposition of the action,
suit, or proceeding, upon delivery, if required by the Nevada Revised Statutes, of an
undertaking by or on behalf of the director or officer to repay all amounts so advanced
if it is ultimately determined by a court of competent jurisdiction that the officer or
director is not entitled to be indemnified by the corporation.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons pursuant to the
foregoing provisions, the Company has been informed that in the opinion of the SEC,
such indemnification is contrary to public policy as expressed in the Securities Act
and, therefore, is unenforceable.
Item
7. Exemption from Registration Claimed
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Item
8. Exhibits
Exhibit
Number*
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Title of Document
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Location
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Item 4.
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Instruments Defining the Rights of Security
Holders
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4.01
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Specimen Stock Certificate
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Incorporated by reference from the registration
statement on Form SB-2, SEC File No. 333-106839, filed July 7,
2003.
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4.02
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Description of Securities
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Incorporated by reference from the registration
statement on Form 8A, SEC File No. 000-53119, filed March 4,
2008.
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Item 5.
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Opinion re: Legality
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5.01
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Opinion of Kruse Landa Maycock & Ricks,
LLC
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This filing.
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Item 23
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Consents of Experts and Counsel
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23.01
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Consent of Peterson Sullivan PLLC, independent
registered public accounting firm
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This filing.
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23.02
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Consent of Kruse Landa Maycock & Ricks,
LLC
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Included in 5.01 above.
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The number preceding the decimal indicates the
applicable SEC reference number in Item 601, and the number following
the decimal indicates the sequence of the particular
document.
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Item
9. Undertakings
Undertaking Required by Item 512(b) of Regulation
S-K
: The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Undertaking Required by Item 512(h) of Regulation
S-K
: Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the city of
Salt Lake City, state of Utah, on the 4th day of April, 2008.
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ESSENTIAL INNOVATIONS TECHNOLOGY CORP.
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Registrant
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Dated: April 4, 2008
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By:
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/s/ Jason McDiarmid
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Jason McDiarmid
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President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933 this
registration statement has been signed below by the following persons in the capacities
indicated on this 4th day of April, 2008.
/s/ Jason McDiarmid
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Jason McDiarmid, Director
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/s/ SteveWuschke
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SteveWuschke, Director
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Salvador Diaz-Verson, Director
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/s/ Peter Bond
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Peter Bond, Director
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