ETERNITY HEALTHCARE INC. - FORM 10-Q/A

Attached files

file	filename
EX-31.1 - CERTIFICATION - ETERNITY HEALTHCARE INC.	f10q0111aex31i_eternity.htm
EX-32.1 - CERTIFICATION - ETERNITY HEALTHCARE INC.	f10q0111aex32i_eternity.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A

Amendment No. 1

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2011
	or

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File Number 333-172061

ETERNITY HEALTHCARE INC.

(Exact name of registrant as specified in its charter)

Nevada		75-3268426
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

409 Granville Street, Suite 1023, Vancouver, BC, Canada

V6C 1T2

(Address of principal executive offices)

(Zip Code)

(604) 324-4844

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES

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).

YES

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small 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

Accelerated filer

Non-accelerated filer

(Do not check if a smaller reporting company)

Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act

YES

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

YES

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

63,575,000 common shares issued and outstanding as of March 15, 2011

Explanatory Note: Our company is filing this Form 10-Q/A for the period ended January 31, 2011 to amend financial statements and notes to the financial statements as well as related financial information presented this Form 10-Q. This amended report does not reflect events occurring after the filing of the Form 10-Q on March 17, 2011. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as a result of this amended report, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished, respectively, as exhibits to the Form 10-Q have been re-executed and re-filed as of the date of this amended report and are included as exhibits hereto.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements	3

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	4

Item 3. Quantitative and Qualitative Disclosures About Market Risk	10

Item 4. Controls and Procedures	10

PART II – OTHER INFORMATION

Item 1. Legal Proceedings	11

Item 1(a) Risk Factors	11

Item 2. Unregistered Sales of Equity Securities	11

Item 3. Defaults Upon Senior Securities	11

Item 4. [Removed and Reserved]	11

Item 5. Other Information	11

Item 6. Exhibits	11

SIGNATURES	12

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

The following unaudited interim consolidated financial statements of Eternity Healthcare Inc. for the three and nine month periods ended January 31, 2011 are included with this Quarterly Report on Form 10-Q:

(a)	Interim Consolidated Balance Sheets as of January 31, 2011 and April 30, 2010;

(b)	Interim Consolidated Statements of Loss and Comprehensive Loss for the three months ended January 31, 2011 and January 31, 2010, for the nine months ended January 31, 2011 and January 31, 2010 and for the period from December 10, 2009 (Inception) through January 31, 2011.

(c)	Interim Consolidated Statements of Cash Flows for the three months ended January 31, 2011 and January 31, 2010, for the nine months ended January 31, 2011 and January 31, 2010 and for the period from December 10, 2009 (Inception) through January 31, 2011.

(d)	Interim Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) since inception through January 31, 2011.

(e)	Notes to Interim Consolidated Financial Statements.

Eternity Healthcare Inc.

(formerly Kid’s Book Writer Inc.)

(A Development Stage Company)

Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 January 2011

Eternity Healthcare Inc.

(formerly Kid’s Book Writer Inc.)

(A Development Stage Company)

Interim Consolidated Balance Sheets

(Expressed in U.S. Dollars)

(Unaudited)

	As at 31 January 2011 (Restated)			As at 30 April 2010 (Audited)
				$

Assets

Current
Cash and cash equivalents		18,729			5,341

Equipment (Note 4)		647			-

		19,376			5,341

Liabilities

Current
Accounts payable and accrued liabilities (Note 5)		9,381			4,943
Due to related parties (Note 6)		127,909			30,697

		137,290			35,640

Stockholders’ deficiency
Capital stock (Note 7)
Authorized
300,000,000 common shares, par value $0.001
Issued and outstanding
31 January 2011 – 63,575,000 common shares
30 April 2010 – 575,000 common shares		60,380			380
Accumulated other comprehensive loss		(2,408	)		(914	)
Deficit, accumulated during the development stage		(175,886	)		(29,765	)

		(117,914	)		(30,299	)

		19,376			5,341

Nature and Continuance of Operations (Note 1), Commitment (Note 8) and Subsequent Events (Note 11)

The accompanying notes are an integral part of these interim consolidated financial statements.

F-1

Eternity Healthcare Inc.

(formerly Kid’s Book Writer Inc.)

(A Development Stage Company)

Interim Consolidated Statements of Loss and Comprehensive Loss

(Expressed in U.S. Dollars)

(Unaudited)

	For the period from the date of inception on 10 December 2009 to 31 January 2011			For the three month period ended 31 January 2011 (Restated)			For the nine month period ended 31 January 2011 (Restated)			For the period from the date of inception on 10 December 2009 to 31 January 2010
	$			$			$			$

Expenses
Bank charges and interest		495			125			343			6
Consulting fees		5,302			2,916			5,302			-
Depreciation		80			60			80			-
Legal and accounting		46,524			22,984			26,911			-
License fee		10,000			-			-			-
Office and miscellaneous		1,607			760			1,607			-
Research and development		28,999			-			28,999			-

Net loss before other items		(93,007	)		(26,845	)		(63,242	)		(6	)

Other items
Excess of consideration over net assets purchased from Eternity BC (Note 1)		(82,879	)		-			-			-

Net loss for the period		(175,886	)		(26,845	)		(63,242	)		(6	)

Net loss per share – Basic and diluted					(0.000	)		(0.001	)		(0.000	)

Weighted average number of common shares outstanding					61,904,076			60,634,692			60,000,000

Comprehensive loss
Net loss for the period		(175,886	)		(26,845	)		(63,242	)		(6	)
Foreign currency translation adjustment		(2,408	)		(573	)		(1,494	)		-

Comprehensive loss for the period		(178,294	)		(27,418	)		(64,736	)		(6	)

Comprehensive loss per share – Basic and diluted					(0.000	)		(0.001	)		(0.000	)

The accompanying notes are an integral part of these interim consolidated financial statements.

F-2

Eternity Healthcare Inc.

(formerly Kid’s Book Writer Inc.)

(A Development Stage Company)

Interim Consolidated Statements of Cash Flows

(Expressed in U.S. Dollars)

(Unaudited)

	For the period from the date of inception on 10 December 2009 to 31 January 2011			For the three month period ended 31 January 2011 (Restated)			For the nine month period ended 31 January 2011 (Restated)			For the period from the date of inception on 10 December 2009 to 31 January 2010
	$			$			$			$

Cash flows used in operating activities
Net loss for the period		(175,886	)		(26,845	)		(63,242	)		(6	)
Adjustments to reconcile loss to net cash used by operating activities:
Depreciation		80			60			80			-
Excess of consideration over net assetspurchased from Eternity BC (Note 1)		82,879			-			-			-
Changes in operating assets and liabilities:
Decrease in amounts receivable		-			848			-			-
Increase in accounts payable and accruedliabilities		8,481			961			3,538			-
Increase (decrease) in due to related parties		28,941			12,211			4,966			-

		(55,505	)		(12,765	)		(54,658	)		(386	)

Cash flows used in investing activities
Purchase of equipment (Note 4)		(727	)		-			(727	)		-

Cash flows from financing activities
Common shares issued for cash		380			-			-			380
Bank indebtedness		-			-			-			6
Increase in due to related parties		76,989			26,653			70,267			-

		77,369			26,653			70,267			386

Effect of exchange rate changes on cash and cash equivalents		(2,408	)		(573	)		(1,494	)		-

Increase in cash and cash equivalents		18,729			13,315			13,388			-

Cash and cash equivalents, beginning of period		-			5,414			5,341			-

Cash and cash equivalents, end of period		18,729			18,729			18,729			-

Supplemental Disclosures with Respect to Cash Flows (Note 10)

The accompanying notes are an integral part of these interim consolidated financial statements.

F-3

Eternity Healthcare Inc.

(A Development Stage Company)

Interim Statements of Changes in Stockholders’ Equity

(Expressed in U.S. Dollars)

(Unaudited)

	Number of shares issued		Capital Stock		Accumulated other comprehensive loss			Deficit accumulated during the development stage			Stockholders’ deficiency
			$		$			$			$
Balance at 10 December 2009 (inception)
Retroactive adjustment - reverse acquisition (Note 1)		575,000		380		-			-			380
Foreign currency translationadjustment		-		-		(914	)		-			(914	)
Net loss for the period		-		-		-			(29,765	)		(29,765	)

Balance at 30 April 2010		575,000		380		(914	)		(29,765	)		(30,299	)
Recapitalization - reverse acquisition (Note 1)		3,000,000		-		-			-			-
Common shares issued - reverse acquisition(Notes 1 and 7)		60,000,000		60,000		-			(82,879	)		(22,879	)
Foreign currency translationadjustment		-		-		(1,494	)		-			(1,494	)
Net loss for the period		-		-		-			(63,242	)		(63,242	)

Balance at 31 January 2011		63,575,000		60,380		(2,408	)		(175,886	)		(117,914	)

The accompanying notes are an integral part of these interim consolidated financial statements.

F-4

1. Nature and Continuance of Operations

Eternity Healthcare Inc. (the “Company”) was incorporated under the laws of the State of Nevada on 24 October 2007 under the name Kid’s Book Writer, Inc. On 23 September 2010, the Company changed its name to Eternity Healthcare Inc., and effected a reverse split of the issued and outstanding common stock at a factor of 10 old shares for 1 new share. The Company is focused on offering an extensive range of diagnostic kits, general lifestyle supplements and many other management products and resources.

On 13 December 2010, pursuant to the terms of a share exchange agreement, the Company acquired 100% of the issued and outstanding common stock of Eternity Healthcare Inc., a company incorporated under the laws of the Province of British Columbia on 10 December 2009 (“Eternity BC”), for 60,000,000 shares of its own common stock, which were distributed to the shareholders of Eternity BC (the “Share Exchange Agreement”) (Note 7).

The Share Exchange Agreement, which represented a majority of the then issued and outstanding shares of the Company, constituted a change in control of the Company. The acquisition of Eternity BC was accounted for as a reverse acquisition in accordance with Accounting Standards Codification (“ASC”) 805-40, “Business Combinations”. The Company determined for accounting and reporting purposes that Eternity BC is the acquirer because of the significant holdings and influence of the control group of the Company before and after the acquisition. As a result of the transaction, Eternity BC shareholders own approximately 94.4% of issued and outstanding common stock of the Company on a diluted basis (Note 3).

Accordingly, the assets and liabilities of Eternity BC are reported at historical costs and the historical results of operations of Eternity BC are reflected in this and future filings as a change in reporting entity. The assets and liabilities of the Company are reported at their carrying values, which approximate fair value, on the date of the acquisition, and results of operations are reported from the date of acquisition of 13 December 2010.

The transaction was accounted for as a recapitalization of Eternity BC and the issuance of stock by Eternity BC for the assets and liabilities of the Company. The value of the net assets of the Company acquired by Eternity BC was the same as their historical book value, being a deficiency of $22,879.

The Company is a development stage enterprise, as defined in ASC 915-10, “Development Stage Entities”. The Company is devoting all of its present efforts in securing and establishing a new business, and its planned principle operations have not commenced, and, accordingly, no revenue has been derived during the organization period.

On 11 March 2010, the Company entered into a distribution and sale agreement (the “Distribution Agreement”) with ValiMedix Limited (“ValiMedix”). ValiMedix is incorporated under the laws of the United Kingdom as a private limited company. ValiMedix is a wholly-owned subsidiary of ValiRx PLC (“ValiRx”), a company incorporated under the laws of United Kingdom and listed on the AIM market of the London Stock Exchange PLC. Under the terms of the Distribution Agreement, the Company has the exclusive and non-exclusive distribution rights to distribute, market, promote, detail, advertise and sell certain products (the “Licensed Products”) in Canada and the United States as defined in the agreement (Note 8).

F-5

Since signing the Distribution Agreement with ValiMedix, the Company has engaged in organizational and start up activities, including developing a new business plan, making arrangements for office space and raising additional capital. The Company has generated no revenue from product sales and does not have any pharmaceutical products currently available for sale.

The Company’s interim consolidated financial statements as at 31 January 2011 and for the nine month period then ended have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company has net loss of $63,242 for the nine month period ended 31 January 2011 (cumulative – $175,886) and has a working capital deficit of $118,561 as at 31 January 2011 (30 April 2010 – $30,299).

Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that the Company’s capital resources should be adequate to continue operating and maintaining its business strategy during the fiscal year ending 30 April 2011. However, if the Company is unable to raise additional capital in the near future, due to the Company’s liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures. These interim consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

As at 31 January 2011, the Company has suffered losses from development stage activities to date. Although management is currently attempting to implement its business plan, and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

2. Significant Accounting Policies

The following is a summary of significant accounting policies used in the preparation of these financial statements.

Basis of presentation

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are expressed in U.S. dollars.

Principles of consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Eternity BC. All significant intercompany balances and transactions have been eliminated in consolidation.

F-6

Cash and cash equivalents

Cash and cash equivalents include highly liquid investments with original maturities of three months or less.

Foreign currency translation

The Company’s functional currency is the Canadian dollar and reporting currency is the U.S. dollar. All transactions initiated in other currencies are translated into the reporting currency in accordance with ASC 830, “Foreign Currency Matters” as follows:

i)	Assets and liabilities at the rate of exchange in effect at the balance sheet date, and

ii)	Revenue and expense items at rate of exchange at the dates on which those elements are recognized.

Gains and losses on translation are included in other comprehensive income (loss) in stockholders’ deficiency for the period.

Financial instruments

Fair Value

The carrying values of cash and cash equivalents, accounts payable and due to related parties approximate their fair values because of the short-term maturity of these financial instruments.

Interest Rate Risk

The Company is not exposed to significant interest rate risk due to the short-term maturity of its monetary assets and liabilities.

Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents. The Company places its cash with financial institutions of high credit worthiness. At times, its cash with a particular financial institution may exceed any applicable government insurance limits.

Currency Risk

The Company’s functional and reporting currency is the U.S. dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these interim consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

F-7

Basic and diluted net income (loss) per share

The Company computes net income (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excluded all dilutive potential shares if their effect is anti-dilutive.

Income taxes

Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with ASC 740, “Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax losses and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.

Comprehensive loss

ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at 30 April 2010, the Company has items that represent a comprehensive income (loss) and, therefore, has included a schedule of comprehensive income (loss) in the financial statements.

Equipment and depreciation

Equipment has been recorded at cost, net of accumulated depreciation (Note 4). Improvements are capitalized and maintenance, repairs and minor replacements are expensed as incurred. Depreciation is determined using a straight-line method over its estimated useful life of 39 months for its computer equipment.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the 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 expenditures during the reporting period. Actual results could differ from these estimates.

F-8

Segments of an enterprise and related information

ASC 280, “Segment Reporting” establishes guidance for the way that public companies report information about operating segments in annual financial statements and requires reporting of selected information about operating segments in interim financial statements issued to the public. It also establishes standards for disclosures regarding products and services, geographic areas and major customers. ASC 280 defines operating segments as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company has evaluated this Codification and does not believe it is applicable at this time.

Comparative information

Certain comparative figures have been reclassified in accordance with the current period’s presentation.

Recent accounting pronouncements

In January 2010, the Financial Accounting Standards Board (“FASB”) issued ASU 2010-06, “Improving Disclosures about Fair Value Measurements”. This update requires additional disclosure within the roll forward of activity for assets and liabilities measured at fair value on a recurring basis, including transfers of assets and liabilities between Level 1 and Level 2 of the fair value hierarchy and the separate presentation of purchases, sales, issuances and settlements of assets and liabilities within Level 3 of the fair value hierarchy. In addition, the update requires enhanced disclosures of the valuation techniques and inputs used in the fair value measurements within Levels 2 and 3. The new disclosure requirements are effective for interim and annual periods beginning after 15 December 2009, except for the disclosure of purchases, sales, issuances and settlements of Level 3 measurements. Those disclosures are effective for fiscal years beginning after 15 December 2010. As ASU 2010-06 only requires enhanced disclosures, the Company does not expect that the adoption of this update will have a material effect on its financial statements.

In February 2010, the FASB issued ASU No. 2010-09, “Amendments to Certain Recognition and Disclosure Requirements”, which eliminates the requirement for SEC filers to disclose the date through which an entity has evaluated subsequent events. ASU No. 2010-09 is effective for fiscal quarters beginning after 15 December 2010. The adoption of ASU No. 2010-09 will not have a material impact on the Company’s financial statements.

F-9

3. Restatement of the Financial Statements

The interim consolidated financial statements of the Company as at 31 January 2011 and for the three and nine month period ended 31 January 2011 have been restated to account for the Share Exchange Transaction as a reverse acquisition in accordance with the guidance provided in ASC 805-40, “Business Combinations” (Notes 1 and 7).

The effect of the restatement on the interim consolidated balance sheet as at 31 January 2011 is as follows:

	Formerly Reported			Increase (Decrease)			As Restated
	$			$			$

Assets
Cash and cash equivalents		18,730			(1	)		18,729
Equipment		647			-			647
License		201,425			(201,425	)		-

Total assets		220,802			(201,426	)		19,376

Liabilities
Accounts payable and accrued liabilities		9,381			-			9,381
Due to related parties		127,909			-			127,909
Future income tax liability		68,485			(68,485	)		-

		205,775			(68,485	)		137,290

Shareholders’ deficiency
Capital stock		63,575			(3,195	)		60,380
Additional paid-in capital		95,170			(95,170	)		-
Accumulated other comprehensive loss		-			(2,408	)		(2,408	)
Deficit		(143,718	)		(32,168	)		(175,886	)

		15,027			(132,941	)		(117,914	)

Total liabilities and shareholders’ deficiency		220,802			(201,426	)		19,376

F-10

The effect of the restatement on the interim consolidated statement of loss and comprehensive loss for the three month period ended 31 January 2011 is as follows:

	Formerly Reported			Increase (Decrease)			As Restated
	$			$			$

Expenses
Bank charges and interest		68			57			125
Consulting fees		1,137			1,779			2,916
Depreciation		61			(1	)		60
Legal and accounting		33,918			(10,934	)		22,984
Office and miscellaneous		557			203			760

Net loss		35,741			(8,896	)		26,845

Basic and diluted loss per share		(0.00	)		(0.00	)		(0.00	)

Weighted average number of shares outstanding		35,882,692			26,021,384			61,904,076

The effect of the restatement on the interim consolidated statement of loss and comprehensive loss for the nine month period ended 31 January 2011 is as follows:

	Formerly Reported			Increase (Decrease)			As Restated
	$			$			$

Expenses
Bank charges and interest		68			275			343
Consulting fees		1,137			4,165			5,302
Depreciation		61			19			80
Legal and accounting		39,250			(12,339	)		26,911
Management fees		30,000			(30,000	)		-
Office and miscellaneous		557			1,050			1,607
Research and development		-			28,999			28,999

Net loss		71,073			(7,831	)		63,242

Basic and diluted loss per share		(0.01	)		0.00			(0.00	)

Weighted average number of shares outstanding		13,785,909			46,848,783			60,634,692

F-11

The effect of the restatement on the interim consolidated statements of cash flows for the three and nine month period ended 31 January 2011 is as follows:

	Formerly Reported			Increase (Decrease)			As Restated
	$			$			$

For the three month period ended 31 January 2011
Cash flows used in operating activities		(10,129	)		(2,636	)		(12,765	)
Cash flows used in investing activities		14,368			(14,368	)		-
Cash flows from financing activities		14,490			12,163			26,653
Effect of exchange rate changes on cash and cash equivalents		-			(573	)		(573	)

Increase in cash and cash equivalents		18,729			(5,414	)		13,315

For the nine month period ended 31 January 2011
Cash flows used in operating activities		(10,128	)		(44,530	)		(54,658	)
Cash flows used in investing activities		14,368			(15,095	)		(727	)
Cash flows from financing activities		14,490			55,777			70,267
Effect of exchange rate changes on cash and cash equivalents		-			(1,494	)		(1,494	)

Increase in cash and cash equivalents		18,730			(5,342	)		13,388

4. Equipment

					Net book value
	Cost		Accumulated depreciation		31 January 2011		30 April 2010 (Audited)
	$		$		$		$

Computer equipment		727		80		647		-

During the nine month period ended 31 January 2011, total additions to equipment were $727 (30 April 2010 – $Nil).

5. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities are non-interest bearing, unsecured and have settlement dates within one year.

F-12

6. Due to Related Parties and Related Party Transactions

i.	As at 31 January 2011, $8,781 is payable to the President of the Company related to cash advances provided to the Company (30 April 2010 – receivable of $198). This balance is non-interest bearing, unsecured and has no fixed terms of repayment.

ii.	As at 31 January 2011, $Nil is receivable from a company controlled by the Chief Executive Officer of the Company related to operating expenses paid by the Company on its behalf (30 April 2010 – $816). This balance is non-interest bearing, unsecured and has no fixed terms of repayment.

iii.

As at 31 January 2011, $119,128 is payable to the Chief Executive Officer of the Company related to operating expenses paid on behalf of the Company and cash advances provided to the Company in the amount of $35,028 and $84,100, respectively (30 April 2010 – $24,989 and $6,722, respectively). This balance is non-interest bearing, unsecured and has no fixed terms of repayment.

7. Capital Stock

Authorized

The total authorized capital is 300,000,000 common shares with a par value of $0.001 per common share.

Issued and outstanding

Effective on 1 November 2010, the Board of Directors approved a 1:10 reverse stock split and decreased the issued and outstanding share capital from 35,750,000 to 3,575,000 with the same par value of $0.001. Unless otherwise noted, all references herein to the number of common shares, price per common share or weighted average number of common shares outstanding have been adjusted to reflect this reverse stock split on a retroactive basis.

On 13 December 2010, the Company issued 60,000,000 common shares of the Company with a value of $60,000 related to the Share Exchange Transaction (Notes 1 and 3).

8. Commitment

On 11 March 2010, the Company entered into a Distribution Agreement with ValiMedix (Note 1).

The basic terms of the Distribution Agreement are as follows:

i.	ValiMedix has granted exclusive distribution rights to the Company to distribute, market, promote, advertise and sell the Licensed Products, as defined in the Distribution Agreement, which consists of In Vitro diagnostic products, exclusively in Canada and non-exclusively in the United States;

ii.	The Company paid ValiMedix $10,000 upon the signing of the Distribution Agreement;

F-13

iii.	The Company is required to pay ValiMedix a 3% royalty on net sales of the Licensed Products as set out in the Distribution Agreement;

iv.	ValiMedix will supply all Licensed Products to the Company under the Distribution Agreement;

v.	ValiMedix is responsible for all liabilities in respect to the Licensed Products for any and all matters arising out of the manufacturing of the Licensed Products; and

vi.

The Distribution Agreement shall remain in effect for a period of 20 years from the Commencement Date and may be renewed for an additional 10 year term provided that the Company meets its minimum purchase quota. The Company may further renew the Distribution Agreement for successive one year terms, unless at least 30 days prior to the renewal date, as defined in the Distribution Agreement, the Company notifies ValiMedix that it elects not to permit the extension of the term.

9. Income Taxes

The Company has losses carried forward for income tax purposes to 31 January 2011. There are no current or deferred tax expenses for the nine month period ended 31 January 2011 due to the Company’s loss position. The Company has fully reserved for any benefits of these losses. The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate. Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carryforward period. Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes.

The provision for refundable federal income tax consists of the following:

	For the nine month period ended 31 January 2011 (Restated)
	$
Deferred tax asset attributable to:
Current operations		17,748
Non-deductible items		-
Change in foreign exchange rate		165
Change in tax rates		1,837
Change in valuation allowance		(19,750	)

Net refundable amount		-

F-14

The composition of the Company’s deferred tax asset as at 31 January 2011 and 30 April 2010 is as follows:

	As at 31 January 2011 (Restated)			As at 30 April 2010 (Audited)
	$			$
Net operating loss carryforward		23,748			4,018
Equipment		20			-

Less: Valuation allowance		(23,768	)		(4,018	)

Net deferred tax asset (liability)		-			-

As at 31 January 2011, the Company has unused non-capital losses for Canadian tax purposes and net operating losses for US tax purposes of approximately $91,787 and $2,358, respectively, that are available to offset future taxable income. These losses expire as follows:

Year	Canadian		US		Total
	$		$		$

2030		30,983		-		30,983
2031		60,804		2,358		63,162

		91,787		2,358		94,145

10. Supplemental Disclosures with Respect to Cash Flows

For the period from the date of incorporation on 10 December 2009 to 31 January 2011

For the three month period ended 31 January 2011

For the nine month period ended 31 January 2011

Cash paid during the period for interest

Cash paid during the period for income taxes

11. Subsequent Events

There are no subsequent events to be reported that occurred during the period from the period ended 31 January 2011 to the date the financial statements were available to be issued on 31 March 2011.

F-15

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This quarterly report on Form 10-Q and other reports filed by our company from time to time with the United States Securities and Exchange Commission (the “SEC”) contain or may contain forward-looking statements (collectively the “Filings”) and information that are based upon beliefs of, and information currently available to, our company’s management as well as estimates and assumptions made our company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to our company or our company’s management identify forward-looking statements. Such statements reflect the current view of our company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks contained in the “Risk Factors” section of our company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2010, filed with the SEC, relating to our company’s industry, our company’s operations and plan of operations, and any businesses that our company may acquire. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, our company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, our company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our interim consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the interim consolidated financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our interim consolidated financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars unless otherwise state. All references to “common stock” refer to the common shares in our capital stock.

As used in this quarterly report, the terms, “we”, “us”, “our” and “our company” refer to Eternity Healthcare Inc. and our wholly owned subsidiary Eternity Healthcare Inc. a British Columbia corporation, unless the context clearly requires or states otherwise.

General Overview

We are a medical device company that, subject to government approval, plans to develops and distribute in-home medical diagnostic kits throughout Canada. Our products differ from other current offerings by allowing ordinary people to perform diagnostic testing on themselves with a high degree of accuracy and without the need for the use of professionals such as nurses and technicians.

On March 11, 2010 we entered into a license agreement with Valimedix Limited, a United Kingdom corporation, pursuant to which we were granted the right to market and distribute 15 unique self diagnostic products developed by Valimedix on an exclusive basis in Canada, and a on a non-exclusive basis in the United States. We also have the right to market the products with Valimedix SELFCheck trademark. As consideration, we paid Valimedix a onetime fee of $10,000 and agreed to a 3% royalty on net revenues from the sales of Valimedix products. The term of the agreement is for 20 years and may be renewed for an additional 10 years if we meet specified sales targets.

We are not a blank check company. Rule 419 of Regulation C under the Securities Act of 1933 defines a “blank check company” as a (i) development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person, and (ii) is issuing a penny stock. Accordingly, we do not believe that our company may be classified as a “blank check company” because we intend to engage in a specific business plan and do not intend to engage in any merger or acquisition with an unidentified company or other entity.

Results of Operations for the Three Months Ended January 31, 2011 and 2010

The following summary of our results of operations should be read in conjunction with our unaudited interim consolidated financial statements for the quarter ended January 31, 2011 which are included herein.

We have not generated any revenue since inception and are dependent upon obtaining financing to pursue our business activities. For these reasons, our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

Our operating results for the three month periods ended January 31, 2011 and 2010 and the changes between those periods for the respective items are summarized as follows:

	Three Month Period Ended January 31, 2011			Three Month Period Ended January 31, 2010			Change Between Three Month Periods Ended January 31, 2011 and January 31, 2010
Revenue	$	Nil		$	Nil		$	Nil
Operating expenses	$	26,845		$	6		$	26,839
Net loss	$	(26,845	)	$	(6	)	$	(26,839	)

Our expenses increased during the three month period ended January 31, 2011 compared to the same period in 2010 primarily as a result of an increase in consulting, stock transfer and filing fees and professional fees.

Results of Operations for the Nine Months Ended January 31, 2011 and 2010

Our operating results for the nine month period ended January 31, 2011 and 2010 and the changes between those periods for the respective items are summarized as follows:

	Nine Month Period Ended January 31, 2011			Nine Month Period Ended January 31, 2010			Change Between Nine Month Periods Ended January 31, 2011 and January 31, 2010
Revenue	$	Nil		$	Nil		$	Nil
Operating expenses	$	63,242		$	6		$	63,236
Net loss	$	(63,242	)	$	(6	)	$	(63,236	)

Our expenses increased during the nine month period ended January 31, 2011 over the same period in 2010, primarily as a result of an increase in consulting and professional fees and management fees.

Revenues

We have not earned any revenues to date, and have incurred $93,007 in expenses from December 10, 2009 (date of inception) through January 31, 2011.

Expenses

Our expenses for the three and nine months ended January 31, 2011 and 2010 and for the period from December 10, 2009 (inception) through January 31, 2011 are outlined in the table below:

	Three Month Period Ended January 31, 2011		Three Month Period Ended January 31, 2010		Nine Month Period Ended January 31, 2011		Nine Month Period Ended January 31, 2010		For the Period from December 10, 2009 (Inception) through January 31, 2011
Bank charges and interest	$	125	$	6	$	343	$	6	$	495
Consulting expenses	$	2,916	$Nil		$	5,302	$Nil		$	5,302
Depreciation	$	60	$Nil		$	80	$Nil		$	80
Legal and accounting	$	22,484	$Nil		$	26,911	$Nil		$	46,524
License fee	$Nil		$Nil		$Nil		$Nil		$	10,000
Office and miscellaneous	$	760	$Nil		$	1,607	$Nil		$	1,607
Research and development	$Nil		$Nil		$	28,999	$Nil		$	28,999
Total Expenses	$	26,845	$	6	$	63,242	$	6	$	93,007

General and Administrative

The increase in our expenses for the quarter ended January 31, 2011 compared to the quarter ended January 31, 2010, was primarily due to an increase in consulting, professional fees and stock transfer and filing fees.

Professional Fees

Professional fees include our accounting and auditing expenses incurred in connection with the preparation and audit of our financial statements and professional fees that we pay to our legal counsel. Our accounting and auditing expenses were incurred in connection with the preparation of our audited financial statements and unaudited interim consolidated financial statements and our preparation and filing of a registration statement with the SEC. Our legal expenses represent amounts paid to legal counsel in connection with our corporate organization.

Plan of Operation

You should read the following discussion of our financial condition and results of operations together with our unaudited financial statements and the notes thereto included elsewhere in this filing. Our unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those anticipated in these forward-looking statements.

Anticipated Cash Requirements

We estimate that our expenses over the next 12 months will be approximately $500,000 as described in the table below. These estimates may change significantly depending on the nature of our future business activities and our ability to raise capital from shareholders or other sources.

Description	Estimated Completion Date	Estimated Expenses ($)
Legal and accounting fees	12 months		100,000
Marketing and advertising	12 months		50,000
Management and operating costs	12 months		100,000
Salaries and consulting fees	12 months		200,000
Fixed asset purchases	12 months		30,000
General and administrative expenses	12 months		20,000
Total			500,000

We intend to meet our cash requirements for the next 12 months through a combination of debt financing and equity financing by way of private placements. We currently do not have any arrangements in place to complete any private placement financings and there is no assurance that we will be successful in completing any such financings on terms that will be acceptable to us.

Going Concern

The interim consolidated financial statements accompanying this report have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. Our company has not generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable operations. As of January 31, 2011, our company has accumulated losses of $175,886 since inception. We do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months. These interim consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should our company be unable to continue as a going concern.

Our interim consolidated financial statements contain additional note disclosures describing the circumstances related to the uncertainty of our ability to continue as a going concern.

The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Future Financings

We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned activities.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Application of Critical Accounting Estimates

The interim consolidated financial statements of our company have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment.

Basis of presentation

These interim consolidated financial statements have been prepared in accordance with U.S. GAAP applicable to development stage enterprises, and are expressed in U.S. dollars. The Company’s fiscal year end is 30 April.

Principles of consolidation

All inter-company transactions and balances have been eliminated in these interim consolidated financial statements.

Cash and cash equivalents

Cash and cash equivalents include highly liquid investments with original maturities of three months or less.

Financial instruments

Fair Value

The carrying values of cash and cash equivalents, accounts payable and due to related parties approximate their fair values because of the short-term maturity of these financial instruments.

Interest Rate Risk

The Company is not exposed to significant interest rate risk due to the short-term maturity of its monetary assets and liabilities.

Credit Risk

Currency Risk

The Company’s functional currency is the Canadian dollar, with its reporting currency in U.S. dollars. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these interim consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Derivative financial instruments

The Company has not, to the date of these interim consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Basic and diluted net income (loss) per share

Income taxes

Segments of an enterprise and related information

Comprehensive income (loss)

ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at 31 January 2011, the Company has no items that represent a comprehensive income (loss) and, therefore, has not included a schedule of comprehensive income (loss) in the interim consolidated financial statements.

Foreign currency translation

The Company’s functional currency is the Canadian dollar, with its reporting currency in U.S. dollars. The interim consolidated financial statements of the Company are translated to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these interim consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Equipment and depreciation

Equipment has been recorded at cost, net of accumulated depreciation. Improvements are capitalized and maintenance, repairs and minor replacements are expensed as incurred. Depreciation is determined using a straight-line method over its estimated useful life of 39 months for its computer equipment.

Use of estimates

Change in accounting policies

Effective 1 July 2010, the Company adopted Accounting Standards Update (“ASU”) No. 2010-11, “Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives”. ASU No. 2010-11 clarifies the type of embedded credit derivative that is exempt from embedded derivative bifurcation requirements. Specifically, only one form of embedded credit derivative qualifies for the exemption – one that is related only to the subordination of one financial instrument to another. As a result, entities that have contracts containing an embedded credit derivative feature in a form other than such subordination may need to separately account for the embedded credit derivative feature. The amendments in ASU No. 2010-11 are effective for each reporting entity at the beginning of its first fiscal quarter beginning after 15 June 2010. Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after 5 March 2010. The adoption of ASU No. 2010-11 did not have a material impact on the Company’s interim consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “small reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Disclosure Controls

We carried out an evaluation, under the supervision and with the participation of our management, including our president and chief executive officer (our principal executive officer) and chief financial officer (our principal financial officer and principal accounting officer), of the effectiveness of our disclosure controls and procedures for the period covered in this report. Based upon that evaluation, our president and chief executive officer (our principal executive officer) and chief financial officer (our principal financial officer and principal accounting officer) concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our president and chief executive officer (our principal executive officer) and chief financial officer (our principal financial officer and principal accounting officer), as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls

During the period covered by this report, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1(a) Risk Factors

As a “small reporting company”, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. [Removed and Reserved]

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit No.	Description
(2)	Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
2.1	Share Exchange Agreement with Eternity Healthcare Inc. dated December 13, 2010 (Incorporated by reference to our Current Report on Form 8-K filed on December 17, 2010).
(3)	(i) Articles of Incorporation (ii) Bylaws
3.01	Articles of Incorporation of Eternity Healthcare Inc. (formerly Kid’s Book Writer Inc.) (Incorporated by reference to our Registration Statement on Form S-1 filed on June 25, 2008).
3.02	Bylaws of Eternity Healthcare Inc. (formerly Kid’s Book Writer Inc.) (Incorporated by reference to our Registration Statement on Form S-1 filed on June 25, 2008).
3.03	Certificate of Amendment (Incorporated by reference to our Current Report on Form 8-K filed on November 16, 2010).
10	Material Contracts
10.1	Licensing Agreement with ValiMedix Limited, dated March 11, 2010 (Incorporated by reference to our Current Report on Form 8-K filed on December 17, 2010).
21	Subsidiaries
21.1	Eternity Healthcare Inc., a British Columbia corporation – wholly owned.
(31)	Rule 13a-14(a)/15d-14(a) Certification
31.1*	Section 302 Certification under Sarbanes-Oxley Act of 2002.
(32)	Section 1350 Certification
32.1*	Section 906 Certification under Sarbanes Oxley Act of 2002.

* Filed herewith.

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.

	ETERNITY HEALTHCARE INC.

Date: April 5, 2011	/s/ Francine Salari
	Francine Salari
	President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Attached files

ETERNITY HEALTHCARE INC. Reports

Also read