UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d - 102)
Under the Securities Exchange Act of 1934
Amendment No.
ESSENTIAL INNOVATIONS TECHNOLOGY CORP.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
29669E100
(CUSIP Number)
May 15, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 29669E100
--------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Laurus Master Fund, Ltd.
98-0337673
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Citizenship or Place of Organization: Cayman Islands
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 0*
--------------------------------------
(6) Shared Voting Power: 4,820,995*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 4,820,995*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person: 4,820,995
--------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): [X]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 9.99%
--------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions): OO
--------------------------------------------------------------------------------
* Based on 48,258,210 shares of common stock, par value $0.001 per share (the
"Shares"), of Essential Innovations Technology Corp., a Nevada corporation (the
"Company"), outstanding as of March 17, 2008, as disclosed in the Company's
Quarterly Report on Form 10-QSB for the quarterly period ended January 31, 2008.
As of May 15, 2008, Laurus Master Fund, Ltd. (the "Fund"), Valens U.S. SPV I,
LLC ("Valens U.S."), and Valens Offshore SPV II, Corp. ("VOFF SPV II", and
together with the Fund and Valens U.S., the "Investors") collectively held (i) a
warrant (the "March 2006 Warrant") to acquire 1,329,883 Shares at an exercise
price of $0.001 per Share, subject to certain adjustments, (ii) a Warrant (the
"May 2008 Warrant") to acquire 3,500,000 Shares at an exercise price of $0.001
per Share, subject to certain adjustments, (iii) a secured convertible note (the
"Note") in the initial principal amount of $1,750,000, which is convertible into
Shares at a conversion price of $0.10 per Share, subject to certain adjustments,
and (iv) 2,948,871 Shares. The March 2006 Warrant contains an issuance
limitation prohibiting the Investors from exercising or converting those
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 4.99% of the Shares then issued and outstanding
(the "4.99% Issuance Limitation"). The May 2008 Warrant and the Note each
contain an issuance limitation prohibiting the Investors from exercising or
converting those securities to the extent that such exercise would result in
beneficial ownership by the Investors of more than 9.99% of the Shares then
issued and outstanding (the "9.99% Issuance Limitation"). The 9.99% Issuance
Limitation and the 4.99% Issuance Limitation may each be waived by the Investors
upon 61 days prior notice to the Company and shall automatically become null and
void following notice to the Company of the occurrence and/or continuance of an
event of default (as defined in and pursuant to the terms of the applicable
instrument). The Fund is managed by Laurus Capital Management, LLC. Valens U.S.
and VOFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and
David Grin, through other entities, are the controlling principals of Laurus
Capital Management, LLC and Valens Capital Management, LLC, and share sole
voting and investment power over the securities owned by the Investors reported
in this Schedule 13G.
|
CUSIP No. 29669E100
--------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Laurus Capital Management, LLC
13-4150669
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Citizenship or Place of Organization: Delaware
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 0*
--------------------------------------
(6) Shared Voting Power: 4,820,995*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 4,820,995*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person: 4,820,995
--------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): [X]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 9.99%
--------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions): OO
--------------------------------------------------------------------------------
* Based on 48,258,210 shares of common stock, par value $0.001 per share (the
"Shares"), of Essential Innovations Technology Corp., a Nevada corporation (the
"Company"), outstanding as of March 17, 2008, as disclosed in the Company's
Quarterly Report on Form 10-QSB for the quarterly period ended January 31, 2008.
As of May 15, 2008, Laurus Master Fund, Ltd. (the "Fund"), Valens U.S. SPV I,
LLC ("Valens U.S."), and Valens Offshore SPV II, Corp. ("VOFF SPV II", and
together with the Fund and Valens U.S., the "Investors") collectively held (i) a
warrant (the "March 2006 Warrant") to acquire 1,329,883 Shares at an exercise
price of $0.001 per Share, subject to certain adjustments, (ii) a Warrant (the
"May 2008 Warrant") to acquire 3,500,000 Shares at an exercise price of $0.001
per Share, subject to certain adjustments, (iii) a secured convertible note (the
"Note") in the initial principal amount of $1,750,000, which is convertible into
Shares at a conversion price of $0.10 per Share, subject to certain adjustments,
and (iv) 2,948,871 Shares. The March 2006 Warrant contains an issuance
limitation prohibiting the Investors from exercising or converting those
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 4.99% of the Shares then issued and outstanding
(the "4.99% Issuance Limitation"). The May 2008 Warrant and the Note each
contain an issuance limitation prohibiting the Investors from exercising or
converting those securities to the extent that such exercise would result in
beneficial ownership by the Investors of more than 9.99% of the Shares then
issued and outstanding (the "9.99% Issuance Limitation"). The 9.99% Issuance
Limitation and the 4.99% Issuance Limitation may each be waived by the Investors
upon 61 days prior notice to the Company and shall automatically become null and
void following notice to the Company of the occurrence and/or continuance of an
event of default (as defined in and pursuant to the terms of the applicable
instrument). The Fund is managed by Laurus Capital Management, LLC. Valens U.S.
and VOFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and
David Grin, through other entities, are the controlling principals of Laurus
Capital Management, LLC and Valens Capital Management, LLC, and share sole
voting and investment power over the securities owned by the Investors reported
in this Schedule 13G.
|
CUSIP No. 29669E100
--------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Valens U.S. SPV I, LLC
20-8903266
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Citizenship or Place of Organization: Delaware
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 0*
--------------------------------------
(6) Shared Voting Power: 4,820,995*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 4,820,995*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person: 4,820,995
--------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): [X]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 9.99%
--------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions): OO
--------------------------------------------------------------------------------
* Based on 48,258,210 shares of common stock, par value $0.001 per share (the
"Shares"), of Essential Innovations Technology Corp., a Nevada corporation (the
"Company"), outstanding as of March 17, 2008, as disclosed in the Company's
Quarterly Report on Form 10-QSB for the quarterly period ended January 31, 2008.
As of May 15, 2008, Laurus Master Fund, Ltd. (the "Fund"), Valens U.S. SPV I,
LLC ("Valens U.S."), and Valens Offshore SPV II, Corp. ("VOFF SPV II", and
together with the Fund and Valens U.S., the "Investors") collectively held (i) a
warrant (the "March 2006 Warrant") to acquire 1,329,883 Shares at an exercise
price of $0.001 per Share, subject to certain adjustments, (ii) a Warrant (the
"May 2008 Warrant") to acquire 3,500,000 Shares at an exercise price of $0.001
per Share, subject to certain adjustments, (iii) a secured convertible note (the
"Note") in the initial principal amount of $1,750,000, which is convertible into
Shares at a conversion price of $0.10 per Share, subject to certain adjustments,
and (iv) 2,948,871 Shares. The March 2006 Warrant contains an issuance
limitation prohibiting the Investors from exercising or converting those
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 4.99% of the Shares then issued and outstanding
(the "4.99% Issuance Limitation"). The May 2008 Warrant and the Note each
contain an issuance limitation prohibiting the Investors from exercising or
converting those securities to the extent that such exercise would result in
beneficial ownership by the Investors of more than 9.99% of the Shares then
issued and outstanding (the "9.99% Issuance Limitation"). The 9.99% Issuance
Limitation and the 4.99% Issuance Limitation may each be waived by the Investors
upon 61 days prior notice to the Company and shall automatically become null and
void following notice to the Company of the occurrence and/or continuance of an
event of default (as defined in and pursuant to the terms of the applicable
instrument). The Fund is managed by Laurus Capital Management, LLC. Valens U.S.
and VOFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and
David Grin, through other entities, are the controlling principals of Laurus
Capital Management, LLC and Valens Capital Management, LLC, and share sole
voting and investment power over the securities owned by the Investors reported
in this Schedule 13G.
|
CUSIP No. 29669E100
--------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Valens Offshore SPV II, Corp.
26-0811267
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Citizenship or Place of Organization: Delaware
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 0*
--------------------------------------
(6) Shared Voting Power: 4,820,995*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 4,820,995*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person: 4,820,995
--------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): [X]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 9.99%
--------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions): CO
--------------------------------------------------------------------------------
* Based on 48,258,210 shares of common stock, par value $0.001 per share (the
"Shares"), of Essential Innovations Technology Corp., a Nevada corporation (the
"Company"), outstanding as of March 17, 2008, as disclosed in the Company's
Quarterly Report on Form 10-QSB for the quarterly period ended January 31, 2008.
As of May 15, 2008, Laurus Master Fund, Ltd. (the "Fund"), Valens U.S. SPV I,
LLC ("Valens U.S."), and Valens Offshore SPV II, Corp. ("VOFF SPV II", and
together with the Fund and Valens U.S., the "Investors") collectively held (i) a
warrant (the "March 2006 Warrant") to acquire 1,329,883 Shares at an exercise
price of $0.001 per Share, subject to certain adjustments, (ii) a Warrant (the
"May 2008 Warrant") to acquire 3,500,000 Shares at an exercise price of $0.001
per Share, subject to certain adjustments, (iii) a secured convertible note (the
"Note") in the initial principal amount of $1,750,000, which is convertible into
Shares at a conversion price of $0.10 per Share, subject to certain adjustments,
and (iv) 2,948,871 Shares. The March 2006 Warrant contains an issuance
limitation prohibiting the Investors from exercising or converting those
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 4.99% of the Shares then issued and outstanding
(the "4.99% Issuance Limitation"). The May 2008 Warrant and the Note each
contain an issuance limitation prohibiting the Investors from exercising or
converting those securities to the extent that such exercise would result in
beneficial ownership by the Investors of more than 9.99% of the Shares then
issued and outstanding (the "9.99% Issuance Limitation"). The 9.99% Issuance
Limitation and the 4.99% Issuance Limitation may each be waived by the Investors
upon 61 days prior notice to the Company and shall automatically become null and
void following notice to the Company of the occurrence and/or continuance of an
event of default (as defined in and pursuant to the terms of the applicable
instrument). The Fund is managed by Laurus Capital Management, LLC. Valens U.S.
and VOFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and
David Grin, through other entities, are the controlling principals of Laurus
Capital Management, LLC and Valens Capital Management, LLC, and share sole
voting and investment power over the securities owned by the Investors reported
in this Schedule 13G.
|
CUSIP No. 29669E100
--------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Valens Capital Management, LLC
20-8903345
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Citizenship or Place of Organization: Delaware
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 0*
--------------------------------------
(6) Shared Voting Power: 4,820,995*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 4,820,995*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person: 4,820,995
--------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): [X]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 9.99%
--------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions): OO
--------------------------------------------------------------------------------
* Based on 48,258,210 shares of common stock, par value $0.001 per share (the
"Shares"), of Essential Innovations Technology Corp., a Nevada corporation (the
"Company"), outstanding as of March 17, 2008, as disclosed in the Company's
Quarterly Report on Form 10-QSB for the quarterly period ended January 31, 2008.
As of May 15, 2008, Laurus Master Fund, Ltd. (the "Fund"), Valens U.S. SPV I,
LLC ("Valens U.S."), and Valens Offshore SPV II, Corp. ("VOFF SPV II", and
together with the Fund and Valens U.S., the "Investors") collectively held (i) a
warrant (the "March 2006 Warrant") to acquire 1,329,883 Shares at an exercise
price of $0.001 per Share, subject to certain adjustments, (ii) a Warrant (the
"May 2008 Warrant") to acquire 3,500,000 Shares at an exercise price of $0.001
per Share, subject to certain adjustments, (iii) a secured convertible note (the
"Note") in the initial principal amount of $1,750,000, which is convertible into
Shares at a conversion price of $0.10 per Share, subject to certain adjustments,
and (iv) 2,948,871 Shares. The March 2006 Warrant contains an issuance
limitation prohibiting the Investors from exercising or converting those
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 4.99% of the Shares then issued and outstanding
(the "4.99% Issuance Limitation"). The May 2008 Warrant and the Note each
contain an issuance limitation prohibiting the Investors from exercising or
converting those securities to the extent that such exercise would result in
beneficial ownership by the Investors of more than 9.99% of the Shares then
issued and outstanding (the "9.99% Issuance Limitation"). The 9.99% Issuance
Limitation and the 4.99% Issuance Limitation may each be waived by the Investors
upon 61 days prior notice to the Company and shall automatically become null and
void following notice to the Company of the occurrence and/or continuance of an
event of default (as defined in and pursuant to the terms of the applicable
instrument). The Fund is managed by Laurus Capital Management, LLC. Valens U.S.
and VOFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and
David Grin, through other entities, are the controlling principals of Laurus
Capital Management, LLC and Valens Capital Management, LLC, and share sole
voting and investment power over the securities owned by the Investors reported
in this Schedule 13G.
|
CUSIP No. 29669E100
--------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
David Grin
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Citizenship or Place of Organization: Israel
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 0*
--------------------------------------
(6) Shared Voting Power: 4,820,995*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 4,820,995*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person: 4,820,995
--------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): [X]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 9.99%
--------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions): IN
--------------------------------------------------------------------------------
* Based on 48,258,210 shares of common stock, par value $0.001 per share (the
"Shares"), of Essential Innovations Technology Corp., a Nevada corporation (the
"Company"), outstanding as of March 17, 2008, as disclosed in the Company's
Quarterly Report on Form 10-QSB for the quarterly period ended January 31, 2008.
As of May 15, 2008, Laurus Master Fund, Ltd. (the "Fund"), Valens U.S. SPV I,
LLC ("Valens U.S."), and Valens Offshore SPV II, Corp. ("VOFF SPV II", and
together with the Fund and Valens U.S., the "Investors") collectively held (i) a
warrant (the "March 2006 Warrant") to acquire 1,329,883 Shares at an exercise
price of $0.001 per Share, subject to certain adjustments, (ii) a Warrant (the
"May 2008 Warrant") to acquire 3,500,000 Shares at an exercise price of $0.001
per Share, subject to certain adjustments, (iii) a secured convertible note (the
"Note") in the initial principal amount of $1,750,000, which is convertible into
Shares at a conversion price of $0.10 per Share, subject to certain adjustments,
and (iv) 2,948,871 Shares. The March 2006 Warrant contains an issuance
limitation prohibiting the Investors from exercising or converting those
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 4.99% of the Shares then issued and outstanding
(the "4.99% Issuance Limitation"). The May 2008 Warrant and the Note each
contain an issuance limitation prohibiting the Investors from exercising or
converting those securities to the extent that such exercise would result in
beneficial ownership by the Investors of more than 9.99% of the Shares then
issued and outstanding (the "9.99% Issuance Limitation"). The 9.99% Issuance
Limitation and the 4.99% Issuance Limitation may each be waived by the Investors
upon 61 days prior notice to the Company and shall automatically become null and
void following notice to the Company of the occurrence and/or continuance of an
event of default (as defined in and pursuant to the terms of the applicable
instrument). The Fund is managed by Laurus Capital Management, LLC. Valens U.S.
and VOFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and
David Grin, through other entities, are the controlling principals of Laurus
Capital Management, LLC and Valens Capital Management, LLC, and share sole
voting and investment power over the securities owned by the Investors reported
in this Schedule 13G.
|
CUSIP No. 29669E100
--------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Eugene Grin
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Citizenship or Place of Organization: United States
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 0*
--------------------------------------
(6) Shared Voting Power: 4,820,995*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 4,820,995*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person: 4,820,995
--------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): [X]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 9.99%
--------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions): IN
--------------------------------------------------------------------------------
* Based on 48,258,210 shares of common stock, par value $0.001 per share (the
"Shares"), of Essential Innovations Technology Corp., a Nevada corporation (the
"Company"), outstanding as of March 17, 2008, as disclosed in the Company's
Quarterly Report on Form 10-QSB for the quarterly period ended January 31, 2008.
As of May 15, 2008, Laurus Master Fund, Ltd. (the "Fund"), Valens U.S. SPV I,
LLC ("Valens U.S."), and Valens Offshore SPV II, Corp. ("VOFF SPV II", and
together with the Fund and Valens U.S., the "Investors") collectively held (i) a
warrant (the "March 2006 Warrant") to acquire 1,329,883 Shares at an exercise
price of $0.001 per Share, subject to certain adjustments, (ii) a Warrant (the
"May 2008 Warrant") to acquire 3,500,000 Shares at an exercise price of $0.001
per Share, subject to certain adjustments, (iii) a secured convertible note (the
"Note") in the initial principal amount of $1,750,000, which is convertible into
Shares at a conversion price of $0.10 per Share, subject to certain adjustments,
and (iv) 2,948,871 Shares. The March 2006 Warrant contains an issuance
limitation prohibiting the Investors from exercising or converting those
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 4.99% of the Shares then issued and outstanding
(the "4.99% Issuance Limitation"). The May 2008 Warrant and the Note each
contain an issuance limitation prohibiting the Investors from exercising or
converting those securities to the extent that such exercise would result in
beneficial ownership by the Investors of more than 9.99% of the Shares then
issued and outstanding (the "9.99% Issuance Limitation"). The 9.99% Issuance
Limitation and the 4.99% Issuance Limitation may each be waived by the Investors
upon 61 days prior notice to the Company and shall automatically become null and
void following notice to the Company of the occurrence and/or continuance of an
event of default (as defined in and pursuant to the terms of the applicable
instrument). The Fund is managed by Laurus Capital Management, LLC. Valens U.S.
and VOFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and
David Grin, through other entities, are the controlling principals of Laurus
Capital Management, LLC and Valens Capital Management, LLC, and share sole
voting and investment power over the securities owned by the Investors reported
in this Schedule 13G.
|
Item 1(a). Name of Issuer: Essential Innovations Technology Corp.
Item 1(b). Address of Issuer's Principal Executive Offices:
114 West Magnolia Street, Suite 400-142
Bellingham, Washington 98225
Item 2(a). Name of Person Filing:
Laurus Master Fund, Ltd.
This Schedule 13G is also filed on behalf of Laurus Capital
Management, LLC, a Delaware limited liability company, Valens
U.S. SPV I, LLC, a Delaware limited liability company, Valens
Offshore SPV II, Corp., a Delaware corporation, Valens Capital
Management, LLC, a Delaware limited liability company, Eugene
Grin and David Grin. Laurus Capital Management, LLC manages
Laurus Master Fund, Ltd. Valens Capital Management, LLC manages
Valens U.S. SPV I, LLC and Valens Offshore SPV II, Corp. Eugene
Grin and David Grin, through other entities, are the controlling
principals of Laurus Capital Management, LLC and Valens Capital
Management, LLC, and share sole voting and investment power over
the securities owned by Laurus Master Fund, Ltd., Valens U.S. SPV
I, LLC and Valens Offshore SPV II, Corp. reported in this
Schedule 13G. Information related to each of Laurus Capital
Management, LLC, Valens U.S. SPV I, LLC, Valens Offshore SPV II,
Corp., Valens Capital Management, LLC, Eugene Grin and David Grin
is set forth on Appendix A hereto.
Item 2(b). Address of Principal Business Office or, if None, Residence:
c/o Laurus Capital Management, LLC
335 Madison Avenue, 10th Floor,
New York, NY 10017
Item 2(c). Citizenship: Cayman Islands
Item 2(d). Title of Class of Securities: Common Stock
Item 2(e). CUSIP No.: 29669E1001
Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the Person Filing is a:
Not Applicable
Item 4. Ownership:
(a) Amount Beneficially Owned: 4,820,995 shares of Common Stock*
(b) Percent of Class: 9.99%*
(c) Number of Shares as to which the person has:
(i) sole power to vote or to direct the vote 0*
(ii) shared power to vote or to direct the vote 4,820,995*
(iii) sole power to dispose or to direct the
disposition of 0*
(iv) shared power to dispose or to direct the
disposition of 4,820,995*
* Based on 48,258,210 shares of common stock, par value $0.001 per share (the
"Shares"), of Essential Innovations Technology Corp., a Nevada corporation (the
"Company"), outstanding as of March 17, 2008, as disclosed in the Company's
Quarterly Report on Form 10-QSB for the quarterly period ended January 31, 2008.
As of May 15, 2008, Laurus Master Fund, Ltd. (the "Fund"), Valens U.S. SPV I,
LLC ("Valens U.S."), and Valens Offshore SPV II, Corp. ("VOFF SPV II", and
together with the Fund and Valens U.S., the "Investors") collectively held (i) a
warrant (the "March 2006 Warrant") to acquire 1,329,883 Shares at an exercise
price of $0.001 per Share, subject to certain adjustments, (ii) a Warrant (the
"May 2008 Warrant") to acquire 3,500,000 Shares at an exercise price of $0.001
per Share, subject to certain adjustments, (iii) a secured convertible note (the
"Note") in the initial principal amount of $1,750,000, which is convertible into
Shares at a conversion price of $0.10 per Share, subject to certain adjustments,
and (iv) 2,948,871 Shares. The March 2006 Warrant contains an issuance
limitation prohibiting the Investors from exercising or converting those
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 4.99% of the Shares then issued and outstanding
(the "4.99% Issuance Limitation"). The May 2008 Warrant and the Note each
contain an issuance limitation prohibiting the Investors from exercising or
converting those securities to the extent that such exercise would result in
beneficial ownership by the Investors of more than 9.99% of the Shares then
issued and outstanding (the "9.99% Issuance Limitation"). The 9.99% Issuance
Limitation and the 4.99% Issuance Limitation may each be waived by the Investors
upon 61 days prior notice to the Company and shall automatically become null and
void following notice to the Company of the occurrence and/or continuance of an
event of default (as defined in and pursuant to the terms of the applicable
instrument). The Fund is managed by Laurus Capital Management, LLC. Valens U.S.
and VOFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and
David Grin, through other entities, are the controlling principals of Laurus
Capital Management, LLC and Valens Capital Management, LLC, and share sole
voting and investment power over the securities owned by the Investors reported
in this Schedule 13G.
Item 5. Ownership of Five Percent or Less of a Class:
Not Applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person:
Not Applicable.
Item 7. Identification and Classification of Subsidiary Which Acquired the
Securities:
Not Applicable.
Item 8. Identification and Classification of Members of the Group:
Not Applicable.
Item 9. Notice of Dissolution of Group:
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
May 23, 2008
Date
LAURUS MASTER FUND, LTD.
By: /s/ David Grin
-------------------------------
David Grin
Director
|
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
APPENDIX A
A. Name: Laurus Capital Management, LLC, a Delaware limited
liability company
Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
B. Name: Valens U.S. SPV I, LLC, a Delaware limited
liability company
Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
C. Name: Valens Offshore SPV II, Corp., a Delaware corporation
Business Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
D. Name: Valens Capital Management, LLC, a Delaware limited
liability company
Business Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
E. Name: Eugene Grin
Business Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Principal Director of Laurus Master Fund, Ltd.
Occupation: Principal of Laurus Capital Management, LLC
Citizenship: United States
F. Name: David Grin
Business Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Principal Director of Laurus Master Fund, Ltd.
Occupation: Principal of Laurus Capital Management, LLC
Citizenship: Israel
|
Each of Laurus Capital Management, LLC, Valens U.S. SPV I, LLC, Valens Offshore
SPV II, Corp., Valens Capital Management, LLC, Eugene Grin and David Grin hereby
agrees, by their execution below, that the Schedule 13G, as amended, to which
this Appendix A is attached is filed on behalf of each of them, respectively.
Laurus Capital Management, LLC
/s/ David Grin
----------------------------------
David Grin
Principal
May 23, 2008
|
Valens U.S. SPV I, LLC
Valens Offshore SPV II, Corp.
By: Valens Capital Management, LLC
Individually and as investment manager
/s/ David Grin
-----------------------------------------
David Grin
Authorized Signatory
May 23, 2008
/s/ David Grin
----------------------------------
David Grin, on his individual behalf
May 23, 2008
/s/ Eugene Grin
----------------------------------
Eugene Grin, on his individual behalf
May 23, 2008
|
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